10-Q

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DURATEK, INC. AND SUBSIDIARIES TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2002

OR

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                              to                             

Commission File Number 0-14292

DURATEK, INC.
(Exact name of Registrant as specified in its charter)

Delaware	22-2427618
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10100 Old Columbia Road, Columbia, Maryland	21046
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:    (410) 312-5100

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Number of shares outstanding of each of the issuer's classes of common stock as of August 1, 2002:

Class of stock	Number of shares
Common stock, par value $0.01 per share	13,501,234

DURATEK, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Part I	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and 2001
	Condensed Consolidated Statement of Changes in Stockholders' Equity for the Six Months Ended June 30, 2002
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Information about Market Risk
Part II	Other Information
Item 1.	Legal Proceedings
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Securities Holders
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K
	Signatures

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Part I    Financial Information

Item 1.    Financial Statements

DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except per share amounts)

			June 30, 2002			December 31, 2001
			(unaudited)			*
ASSETS
Current assets:
	Cash and cash equivalents		$	6,230		$	4,519
	Receivables, net			55,848			48,034
	Other accounts receivable			2,501			3,671
	Costs and estimated earnings in excess of billings on uncompleted contracts			27,069			25,539
	Prepaid expenses and other current assets			4,334			5,131
	Deferred income taxes			6,080			6,080
		Total current assets		102,062			92,974
Property, plant and equipment, net				72,511			75,883
Goodwill				70,797			70,797
Other intangible assets, net				7,145			7,936
Decontamination and decommissioning trust fund				18,751			18,640
Other assets				12,350			10,497
			$	283,616		$	276,727
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt		$	10,400		$	10,400
	Short-term borrowings			11,811			7,763
	Accounts payable			13,205			24,987
	Accrued expenses and other current liabilities			64,812			41,903
	Unearned revenues			14,760			10,488
	Waste processing and disposal liabilities			9,939			10,584
		Total current liabilities		124,927			106,125
Long-term debt				55,949			73,900
Facility and equipment decontamination and decommissioning liabilities				30,846			30,014
Other noncurrent liabilities				1,593			2,547
Deferred income taxes				1,523			1,523
		Total liabilities		214,838			214,109
Redeemable preferred stock (Liquidation value $17,643)				15,752			15,734
Stockholders' equity:
	Preferred stock—$.01 par value; authorized 4,840,000 shares; none issued			—			—
	Common stock—$.01 par value; authorized 35,000,000 shares; issued 15,078,933 shares in 2002 and 15,070,879 shares in 2001			150			150
	Capital in excess of par value			77,281			77,240
	Accumulated deficit			(14,652	)		(20,594	)
	Treasury stock, at cost, 1,576,658 shares			(9,275	)		(9,275	)
	Deferred stock compensation			(478	)		(637	)
		Total stockholders' equity		53,026			46,884
			$	283,616		$	276,727

*

The Condensed Consolidated Balance Sheet as of December 31, 2001 has been derived from the Company's audited Consolidated Balance Sheet reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

See Notes to Condensed Consolidated Financial Statements.

2

DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2002			2001			2002			2001
	(unaudited)						(unaudited)
Revenues	$	72,100		$	73,616		$	141,524		$	139,480
Cost of revenues		51,480			54,630			102,640			108,564
Gross profit		20,620			18,986			38,884			30,916
Selling, general and administrative expenses		12,378			11,867			24,778			23,427
Income from operations		8,242			7,119			14,106			7,489
Other income		201			169			201			170
Interest expense, net		(1,439	)		(3,291	)		(3,106	)		(6,206	)
Income before income taxes and proportionate share of loss of joint venture		7,004			3,997			11,201			1,453
Income taxes		2,836			1,599			4,536			581
Income before proportionate share of loss of joint venture		4,168			2,398			6,665			872
Proportionate share of loss of joint venture		(37	)		(50	)		(74	)		(100	)
Net income		4,131			2,348			6,591			772
Preferred stock dividends and charges for accretion		(315	)		(374	)		(649	)		(748	)
Net income attributable to common shareholders	$	3,816		$	1,974		$	5,942		$	24
Basic earnings per share	$	0.28		$	0.15		$	0.44		$	0.00
Diluted earnings per share	$	0.22		$	0.13		$	0.35		$	0.00
Basic weighted average common stock outstanding		13,500			13,423			13,498			13,420
Diluted weighted average common stock and dilutive securities outstanding		19,013			18,746			19,096			13,506

See Notes to Condensed Consolidated Financial Statements.

3

DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

Six months ended June 30, 2002

(in thousands of dollars)

	Common Stock
				Capital in Excess of Par Value		Accumulated Deficit			Treasury Stock			Deferred Stock Compensation			Total Stockholders' Equity
	Shares	Amount
	(unaudited)
Balance, December 31, 2001	15,070,879	$	150	$	77,240	$	(20,594	)	$	(9,275	)	$	(637	)	$	46,884
Net income	—		—		—		6,591			—			—			6,591
Amortization of deferred stock compensation	—		—		—		—			—			159			159
Exercise of options and warrants	1,125		—		7		—			—			—			7
Other issuances of common stock	6,929		—		34		—			—			—			34
Preferred stock dividends and charges for accretion	—		—		—		(649	)		—			—			(649	)
Balance, June 30, 2002	15,078,933	$	150	$	77,281	$	(14,652	)	$	(9,275	)	$	(478	)	$	53,026

See Notes to Condensed Consolidated Financial Statements.

4

DURATEK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

				Six months ended June 30,
				2002			2001
				(unaudited)
Cash flows from operating activities:
	Net income			$	6,591		$	772
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			5,887			6,532
		Stock compensation expense			159			159
		Proportionate share of loss of joint venture			74			100
		Changes in operating assets and liabilities:
			Receivables, net		(6,634	)		(13,940	)
			Cost and estimated earnings in excess of billings		(1,530	)		1,961
			Prepaid expenses and other current assets		797			6,618
			Retention		(1,404	)		(1,802	)
			Accounts payables, accrued expenses and other current liabilities		9,707			33,335
			Unearned revenues		4,272			(1,768	)
			Waste processing and disposal liabilities		(645	)		(265	)
			Facility and equipment decontamination and decommissioning liabilities		722			(60	)
			Other		126			(211	)
		Net cash provided by operations			18,122			31,431
Cash flows from investing activities:
	Additions to property, plant and equipment, net				(1,165	)		(2,853	)
	Other				(55	)		(133	)
		Net cash used in investing activities			(1,220	)		(2,986	)
Cash flows from financing activities:
	Proceeds from short-term borrowings				4,048			—
	Repayments of borrowings under revolving credit facility				(12,500	)		(18,500	)
	Repayments of long-term debt				(5,451	)		(5,200	)
	Deferred financing costs				(1,098	)		(648	)
	Repayments of capital lease obligations				(190	)		(459	)
	Preferred stock dividends				—			(268	)
	Treasury stock purchases				—			(24	)
		Net cash used in financing activities			(15,191	)		(25,099	)
Net increase in cash and cash equivalents					1,711			3,346
Cash and cash equivalents at beginning of period					4,519			431
Cash and cash equivalents at end of period				$	6,230		$	3,777

See Notes to Condensed Consolidated Financial Statements.

5

DURATEK, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands of dollars, except per share amounts)

1.    Principles of consolidation and basis of presentation

        The accompanying unaudited condensed consolidated financial statements of Duratek, Inc. and its wholly owned subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in subsidiaries and joint ventures in which the Company does not have control or majority ownership are accounted for under the equity method.

        All adjustments (consisting of normal recurring accruals) that, in the opinion of management, are necessary for the fair presentation of this interim financial information have been included. Results of interim periods are not necessarily indicative of results to be expected for the year as a whole. The effect of seasonal business fluctuations and the occurrence of many costs and expenses in annual cycles require certain estimations in the determination of interim results. The information contained in the interim financial statements should be read in conjunction with the Company's latest Annual Report on Form 10-K filed with the Securities and Exchange Commission.

2.    Goodwill and Other Intangible Assets

        Goodwill is attributable to several acquisitions made by the Company. Goodwill was being amortized on a straight-line basis over a 30-year period through December 31, 2001. SFAS No. 142, Goodwill and Other Intangible Assets, became effective for the Company on January 1, 2002. Under SFAS No. 142, the Company's goodwill is no longer amortized to expense (See note 5). The following is an analysis which adjusts actual amounts for the three and six months ended June 30, 2001 of net income and basic and diluted earnings per share as if SFAS No. 142 had been adopted effective January 1, 2001:

	Three months ended June 30,				Six months ended June 30,
	2002		2001		2002		2001
Net income	$	4,131	$	2,348	$	6,591	$	772
Add back: Goodwill amortization, net of tax		—		311		—		701
Adjusted net income	$	4,131	$	2,659	$	6,591	$	1,473
Basic earnings per share	$	0.28	$	0.15	$	0.44	$	0.00
Add back: Goodwill amortization		—		0.02		—		0.05
Adjusted basic earnings per share	$	0.28	$	0.17	$	0.44	$	0.05
Diluted earnings per share	$	0.22	$	0.13	$	0.35	$	0.00
Add back: Goodwill amortization		—		0.02		—		0.05
Adjusted diluted earnings per share	$	0.22	$	0.15	$	0.35	$	0.05

        Goodwill shall be tested for impairment annually. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The Company uses the two-step impairment test discussed in SFAS No. 142. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including

6

goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, thus the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any.

        The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

        The Company has completed the first step of the goodwill impairment test, which was performed as of January 1, 2002. It has been determined that the fair value of all of the Company's reporting units exceed their carrying amount, therefore, there is no goodwill impairment.

3.    Earnings Per Share

        Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of stock options, restricted stock, and convertible redeemable preferred stock that could share in the earnings of the Company. The reconciliation of amounts used in the computation of basic and diluted earnings per share for the three and six months ended June 30, 2001 and 2002 consist of the following:

				Three months ended June 30,				Six months ended June 30,
				2002		2001		2002		2001
Numerator:
	Net income attributable to common shareholders			$	3,816	$	1,974	$	5,942	$	24
	Plus: Income impact of assumed conversions—preferred stock dividends and charges for accretion				315		374		649		—
	Net income attributable to common shareholders assuming conversion			$	4,131	$	2,348	$	6,591	$	24
Denominator:
	Weighted-average shares outstanding				13,500		13,423		13,498		13,420
	Effect of dilutive securities:
		Incremental shares from assumed conversion of:
			Employee stock options		168		13		271		19
			Convertible redeemable preferred stock		5,251		5,251		5,251		—
			Restricted stock		94		59		76		67
					5,513		5,323		5,598		86
	Adjusted weighted average shares outstanding and assumed conversions				19,013		18,746		19,096		13,506
Basic earnings per share				$	0.28	$	0.15	$	0.44	$	0.00
Diluted earnings per share				$	0.22	$	0.13	$	0.35	$	0.00

        The effects on weighted average shares outstanding of options to purchase common stock and other potentially dilutive securities of the Company that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive were 646 for the three and six months ended June 30, 2002, and 1,303 and 6,554 for the three and six months ended June 30, 2001, respectively.

7

4.    Segment reporting

        The Company has three primary segments: (i) commercial processing and disposal, (ii) federal services, and (iii) commercial services. During the second quarter of 2001, the Company realigned some of its operating units within each reporting segment. The impact of these changes was not significant and all figures presented have been revised to be consistent with all periods presented. The following is a brief description of each of the segments:

1.

Commercial Processing and Disposal (CPD)—The Company conducts its commercial processing operations principally at its Bear Creek Operations Facility located in Oak Ridge, Tennessee and its facility in Memphis, Tennessee. The disposal site is operated in Barnwell, South Carolina. The Company's waste treatment technologies include: incineration, compaction, metal decontamination and recycling, vitrification, and steam reforming. Commercial waste processing customers primarily include commercial nuclear utilities and governmental agencies. Material is received and disposed of at the Barnwell facility primarily from commercial nuclear utilities.

2.

Federal Services (FS)—The Company provides on-site waste processing services on large government projects for the United States Department of Energy ("DOE") and other governmental agencies.

	As of and for the six months ended June 30, 2001
	CPD			FS		CS		Unallocated Items			Consolidated
Revenues from external customers	$	44,892		$	55,029	$	39,559	$	—		$	139,480
Income (loss) from operations		(6,623	)		8,563		5,549		—			7,489
Interest expense, net		—			—		—		(6,206	)		(6,206	)
Depreciation and amortization expense		3,386			971		841		1,334			6,532
Proportionate share of loss of joint venture		—			—		—		(100	)		(100	)
Income taxes		—			—		—		581			581
Capital expenditure for additions to long-lived assets		1,713			136		343		661			2,853
Total assets		153,697			78,320		46,725		27,081			305,823

        Revenues and cost of revenues of $2,061, in equivalent amounts, were excluded in error from the amounts previously reported in the condensed consolidated statement of operations for the three months ended March 31, 2002. These amounts relate to the services of certain of the Company's employees provided to the prime contractor on one Federal Services contract. No other line item in the Company's previously reported condensed consolidated statement of operations for the three months ended March 31, 2002, including gross profit, income from operations, or net income, is affected by this adjustment. The adjustments for reimbursement under this contract relating to the three and six months ended June 30, 2002 of $2,609 and $4,670, respectively, were similarly not included in revenues and cost of revenues in the Company's July 31, 2002 earnings release.

        The Company has determined that previously reported revenues and cost of revenues for the Commercial Services segment for the quarters ended September 30, 2000 through March 31, 2002 included an intercompany transaction that had not been eliminated in error. The elimination of intercompany transactions impact the reported revenues and cost of revenues in equivalent amounts, and therefore does not change the reported gross profit, income from operations, or net income for the

8

respective quarter and year to date results. The corrected revenues and cost of revenues for the periods previously reported for the Company on a consolidated basis are as follows:

	Revenues		Cost of revenues
Quarter ended September 30, 2000	$	70,445	$	52,494
Nine months ended September 30, 2000		162,367		122,365
Fiscal year ended December 31, 2000		228,542		186,652
Quarter ended March 31, 2001		65,864		53,934
Quarter ended June 30, 2001		73,616		54,630
Six months ended June 30, 2001		139,480		108,564
Quarter ended September 30, 2001		66,737		49,770
Nine months ended September 30, 2001		206,217		158,334
Fiscal year ended December 31, 2001		279,173		216,992
Quarter ended March 31, 2002		69,424		51,160

        The corrected Commercial Services segment revenues for the impacted periods are as follows:

	Revenues
Quarter ended September 30, 2000	$	19,271
Nine months ended September 30, 2000		46,694
Fiscal year ended December 31, 2000		65,827
Quarter ended March 31, 2001		19,445
Quarter ended June 30, 2001		20,114
Six months ended June 30, 2001		39,559
Quarter ended September 30, 2001		15,344
Nine months ended September 30, 2001		54,903
Fiscal year ended December 31, 2001		71,446
Quarter ended March 31, 2002		12,918

5.    New accounting pronouncements

        SFAS No. 141, Business Combinations, became effective for the Company on July 1, 2001. SFAS No. 141 prohibits the use of the pooling-of-interests method for business combinations occurring after June 30, 2001, and establishes accounting and reporting standards for business combinations accounted for under the purchase accounting method. SFAS No. 141 provides criteria for the measurement and recognition of goodwill and other acquired intangible assets. The Company has not transacted a business combination since the adoption of this statement, therefore, there has been no material impact on the Company's consolidated financial statements.

        SFAS No. 142, Goodwill and Other Intangible Assets, became effective for the Company on January 1, 2002. Under SFAS No. 142, the Company's goodwill is no longer amortized to expense. Instead, goodwill is measured for impairment on an annual basis. SFAS No. 142 further requires additional disclosures including an analysis which presents net income and earnings per share for all periods presented as if the provisions of SFAS No. 142 had been adopted as of the beginning of the first period presented. As of the date of adoption, the Company had unamortized goodwill in the amount of $70.8 million and unamortized identifiable intangible assets in the amount of $7.9 million, both of which are subject to the transition provisions of SFAS 142. The impact on net earnings and earnings per share from the adoption of SFAS 142 as a result of no longer amortizing goodwill are presented in note 2. The Company completed the first step of the goodwill impairment test (as described in note 2) during the three months ended June 30, 2002; and no impairment of goodwill was indicated by that test as of January 1, 2002.

9

        SFAS No. 143, Accounting for Asset Retirement Obligations, will become effective for the Company on January 1, 2003. SFAS No. 143 provides criteria for the measurement and recognition of obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company is currently evaluating the impact that SFAS No. 143 will have on its consolidated financial statements.

        SFAS No. 144, Impairment or Disposal of Long-Lived Assets, became effective for the Company on January 1, 2002. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and provides guidance on implementation issues related to SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and addresses the accounting for a segment of a business accounted for as a discontinued operation. The adoption of SFAS No. 144 had no impact on the Company's consolidated financial statements as of January 1, 2002.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

        Duratek, Inc. (the "Company") derives substantially all of its revenues from commercial and government waste processing operations and from technical support services to electric utilities, industrial facilities, commercial businesses and government agencies. The Company's operations are organized into three primary segments: (i) commercial processing and disposal, (ii) federal services and (iii) commercial services. The Company conducts its commercial processing operations at its three facilities in Tennessee: at its Bear Creek Operations Facility in Oak Ridge, at its facility in Memphis, and at its Gallaher Road Operations Facility in Kingston. The Company also has two facilities in Barnwell, South Carolina: the Duratek Consolidation & Services Facility ("DCSF") and the Barnwell Low-Level Radioactive Waste Management Disposal Facility. The Company's federal services operations provide on-site and off-site waste processing services and provide on-site clean up (remedial action) services on large government projects for the United States Department of Energy ("DOE") and other governmental entities. Government waste processing projects and certain commercial waste processing projects are performed pursuant to long-term fixed unit rate and fixed fee contracts, some of which contain award fee components that are accounted for using the percentage-of-completion method of accounting. The Company's commercial services operations provide value-added waste treatment and handling services to a diverse group of commercial clients, including nuclear power utilities. These operations are generally provided pursuant to short-term duration or multi-year cost plus fixed fee, fixed unit rate, or time and materials contracts that are also accounted for using the percentage-of-completion method of accounting. Revenues are recognized as costs are incurred according to predetermined rates. Contract costs primarily include direct labor, materials, and indirect costs related to contract performance. Revenue under commercial waste processing contracts is recognized as waste is processed.

        The Company's future operating results will be affected by, among other things, the duration of commercial waste processing contracts and amount of waste to be processed by the Company's commercial waste processing operations pursuant to these contracts; the timing and scope of DOE waste treatment projects; and the Company's waste receipts at its South Carolina disposal facility.

Critical Accounting Policies

        Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex, or subjective judgements. The Company's most critical accounting policies relate to revenue recognition, decontamination and decommissioning liabilities, and impairment of long-lived assets and goodwill.

Revenue Recognition

Commercial Waste Processing

        Revenues from the Company's commercial waste processing facilities are recognized as waste is processed. The Company processes substantially all customer waste under fixed-unit-price contracts which allow for additional billings for burial, price increases occurring within a set period of time following the Company's receipt of waste, or if the waste processed differs from contract specifications. Upon completion of processing, the Company accrues for transportation, burial, and secondary waste processing costs. The Company maintains a waste tracking system ("Accutrack") that traces the processes undergone by customer waste material and assigns it a value based upon the contractual fixed-unit-price. The Company records revenue and adjusts its unbilled receivables and deferred revenue accounts monthly using the information maintained in Accutrack. On a quarterly basis, the Company performs a physical verification of the customer waste on site and reconciles that information to the general ledger. Concurrent with recording its quarterly adjustments relative to unbilled

11

receivables and deferred revenue, the Company reconciles its recorded accrual for burial and secondary waste processing using the then current burial cost rates and its burial and processing schedules. If the burial cost rates or availability of the assumed burial sites were to change significantly, the Company's estimates of the cost of burial would likely increase.

Long-term Contracts

        Revenues under long-term contracts are recognized using the percentage-of-completion method of accounting, using the cost-to-cost approach, in accordance with the provisions of Statement of Position No. 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Differences between recorded costs, estimated earnings, and final billings, including estimated award fees, are recognized in the period they become determinable. Costs and estimated earnings in excess of billings on uncompleted contracts are recorded as assets. Billings in excess of costs and estimated earnings on uncompleted contracts are recorded as liabilities and are included in unearned revenues.

        The percentage-of-completion method of accounting involves the use of various estimating techniques to project costs at completion and includes estimates of recoveries from the customer for changes in scope. These estimates involve various assumptions and projections relative to the outcome of future events, including the quantity and timing of service deliveries. Also included are assumptions relative to future labor performance and rates, and projections relative to material and overhead costs. These assumptions involve various levels of expected performance improvements. The Company reevaluates its contract estimates periodically and reflects changes in estimates in the current and future periods. Included in revenues are amounts arising from contract terms that provide for invoicing a portion of the contract price at a date after delivery. Also included are negotiated values for hours delivered and anticipated price adjustments for contract changes, claims, escalation, and estimated earnings in excess of billing provisions, resulting from the percentage-of-completion method of accounting.

Decontamination and Decommissioning Liabilities

        The Company has responsibility related to the cost of decontamination and decommissioning of its commercial waste processing facilities and equipment in Tennessee. Such costs will generally be paid upon the closure of such facilities. The Company has estimated the cost of such decontamination and decommissioning and recorded a liability related thereto.

        Similarly, the Company will be obligated for costs associated with the ultimate closure of the Barnwell Low-Level Radioactive Waste Disposal Facility in South Carolina and its buildings and equipment located at the Barnwell site. The Company has recorded accruals related to these decontamination and decommissioning liabilities as well.

        Management updates its closure and remediation cost estimates for decontamination and decommissioning on an annual basis related to these obligations. These estimates are based on current technology and burial rates. Changes in technology, burial rates, laws and regulations, and the timing of closure could have a material impact on these estimates.

Impairment of Long-lived Assets and Goodwill

        The Company has made significant business acquisitions for which it has recorded the fair value of long-lived assets acquired and related goodwill and other intangible assets. The Company reviews long-lived assets for impairment in compliance with SFAS 144, Impairment or Disposal of Long-Lived Assets, which requires recoverability to be tested whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Goodwill is reviewed for impairment in compliance with SFAS 142, Goodwill and Other Intangible Assets, which requires impairment to be tested annually.

12

        The test for impairment of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to its undiscounted future cash flows. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceed their fair values. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        In assessing impairment of long-lived assets, goodwill, and other intangible assets, management makes estimates as to the future use of the acquired assets. These estimates are based upon current technology and its assessment of the future demand for the Company's services. Management is unable to reasonably estimate the impact that changes in technology or customer demand will have on the ultimate utilization and related cash flows of its assets. Changes in these factors could have a material impact on its estimates and the corresponding impairment analyses.

Results of Operations

Three Months Ended June 30, 2001 As Compared To Three Months Ended June 30, 2002

        Revenues for the Company decreased by $1.5 million, or 2.1%, from $73.6 million in the second quarter of 2001 to $72.1 million in the second quarter of 2002. Commercial Services revenue decreased by $4.4 million, or 21.8%, from $20.1 million in the second quarter of 2001 to $15.7 million in the second quarter of 2002. This was primarily the result of a $3.7 million decrease in revenues from the radiological engineering services business due to the completion of a large contract in 2001 and a $2.3 million decrease in revenues from the technical support services business which was sold in April 2001. Partially offsetting these decreases was an increase in revenues of $1.4 million from the site decontamination and decommissioning business due to an increase in volume of work on an existing contract. Federal Services revenues increased by $2.3 million, or 8.1%, from $28.8 million in the second quarter of 2001 to $31.1 million in the second quarter of 2002. Revenue increases of $6.0 million were primarily attributable to increased work scope and the award of new work primarily relating to the River Protection Project ("RPP") Vitrification projects, the K25/K27 Gaseous Diffusion Plant in Oak Ridge, Tennessee, the waste removal operations at the Hanford 100 area, and increased waste shipments at the Los Alamos National Laboratories. The revenue increases were partially offset by a decrease of $4.0 million relating to revenue recognized in 2001 from the sale of limited rights to the Company's vitrification technology for use at the DOE Hanford Washington site. Commercial Processing and Disposal revenue increased by $0.6 million, or 2.2%, from $24.7 million in the second quarter of 2001 to $25.2 million in the second quarter of 2002. This increase was primarily the result of a $1.3 million increase in revenues from a large component project in Memphis and $1.3 million in revenues recognized by the Barnwell low-level radioactive waste disposal facility relating to a decision by the South Carolina Public Service Commission to allow a portion of the amortization expense of the Barnwell Operating Rights as a reimbursable allowable cost. The revenue recognized during the second quarter of 2002 represents the revenue on the amortization expense since July 1, 2000, the effective date of the operating agreement. Partially offsetting these increases were a $1.1 million decrease in revenues from the Barnwell low-level radioactive waste disposal facility and a $1.0 million decrease in revenue from the Duratek Consolidation & Services Facility due to lower volumes of waste received in the quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001.

        Gross profit for the Company increased by $1.6 million, or 8.6%, from $19.0 million in the second quarter of 2001 to $20.6 million in the second quarter of 2002. As a percentage of revenues, gross profit increased from 25.8% in the second quarter of 2001 to 28.6% in the second quarter of 2002. Gross profit from Commercial Processing and Disposal increased by $4.0 million, from $3.3 million in the second quarter of 2001 to $7.3 million in the second quarter of 2002. This increase was primarily attributable to the commercial processing operations in Tennessee, which had increased gross profit of $2.7 million. This increase was primarily due to a decrease in labor expense as a result of a reduction in the work force, lower material expense due to processing efficiencies realized, and a decrease in

13

transportation expense due to the increased use of rail transportation. In addition, the $1.3 million in revenue recognized by the Barnwell low-level radioactive waste disposal facility on the amortization of Barnwell operating rights also contributed to the increase. This increase was partially offset by a decrease in gross profit from Federal Services, which decreased by $2.3 million, or 22.8%, from $9.9 million in the second quarter of 2001 to $7.6 million in the second quarter of 2002. This decrease is primarily related to a gain of $3.7 million recognized in 2001 relating to the sale of limited rights to the Company's vitrification technology for use at the DOE Hanford Washington site, partially offset by increases in gross profit as a result of revenue increases relating to increased work scope and the award of new work. Gross profit from Commercial Services decreased slightly from $5.8 million to $5.7 million. This decrease was primarily due to the decrease in revenues from the radiological engineering services business and the sale of the technical support services business in April 2001, partially offset by increased revenues from the site decontamination and decommissioning business.

        Selling, general and administrative expenses increased by $0.5 million, or 4.3%, from $11.9 million in the second quarter of 2001 to $12.4 million in the second quarter of 2002. As a percentage of revenues, selling, general and administrative expenses increased from 16.1% in the second quarter of 2001 to 17.2% in the second quarter of 2002. The increase in selling, general and administrative expense is primarily attributable to higher professional service fees, which include bank consultant fees, and personnel related expenses.

        Interest expense, net of interest income, decreased by $1.9 million from $3.3 million in the second quarter of 2001 to $1.4 million in the second quarter 2002. The decrease was the result of the lower average borrowings and lower interest rates.

        Income taxes increased from $1.6 million in the second quarter of 2001 to $2.8 million in the second quarter of 2002. The Company's effective tax rate was 40.0% and 40.5% in 2001 and 2002, respectively.

Six Months Ended June 30, 2001 As Compared To Six Months Ended June 30, 2002

        Revenues for the Company increased by $2.0 million, or 1.5%, from $139.5 million in 2001 to $141.5 million in 2002. Federal Services revenue increased by $11.4 million, or 20.6%, from $55.0 million in 2001 to $66.4 million in 2002. Revenue increased $16.2 million primarily due to increased work scope and the award of new work primarily relating to the K25/K27 Gaseous Diffusion Plant in Oak Ridge, Tennessee, the waste removal operations at the Hanford 100 area, work performed on the RPP Vitrification projects, and increased waste shipments at the Los Alamos National Laboratories. Partially offsetting these increases was a decrease of $4.0 million relating to revenue recognized in 2001 from the sale of limited rights to the Company's vitrification technology for use at the DOE Hanford Washington site. Commercial Processing and Disposal revenue increased by $1.6 million, or 3.6%, from $44.9 million in 2001 to $46.5 million in 2002. This increase was primarily the result of a $1.9 million increase in revenues from a large component project in Memphis and $1.3 million in revenues recognized by the Barnwell low-level radioactive waste disposal facility relating to a decision by the South Carolina Public Service Commission to allow a portion of the amortization expense of the Barnwell Operating Rights as a reimbursable allowable cost. The revenue recognized during 2002 represents the revenue on the amortization expense since July 1, 2000, the effective date of the operating agreement. In addition, revenues increased $0.9 million relating to the commercial processing operations in Tennessee primarily due to higher processing volume. Partially offsetting these increases were a $1.4 million decrease in revenues from the Barnwell low-level radioactive waste disposal facility and a $1.1 million decrease in revenue from the Duratek Consolidation & Services Facility due to lower volumes of waste received in 2002. Commercial Services revenue decreased by $10.9 million, or 27.6%, from $39.6 million in 2001 to $28.6 million in 2002. This was primarily the result of a $6.4 million decrease in revenues from the technical support services business which was sold in April 2001 and a $6.2 million decrease in revenues from the radiological engineering services

14

business due to the completion of a large contract in 2001. Partially offsetting this decrease was an increase in revenues of $2.8 million from the site decontamination and decommissioning business due to an increase in volume of work on an existing contract.

        Gross profit for the Company increased by $8.0 million, or 25.8%, from $30.9 million in 2001 to $38.9 million in 2002. As a percentage of revenues, gross profit increased from 22.2% in 2001 to 27.5% in 2002. Gross profit from Commercial Processing and Disposal increased by $11.3 million, from $2.3 million in 2001 to $13.6 million in 2002. This increase is primarily due to a decrease in labor expense as a result of a reduction in the work force, lower material expense due to processing efficiencies realized, and a decrease in transportation expense due to the increased use of rail transportation by the commercial processing operations. In addition, the $1.3 million in revenue recognized by the Barnwell low-level radioactive waste disposal facility on the amortization of Barnwell operating rights also contributed to the increase. Gross profit from Commercial Services decreased by $1.8 million, or 14.2%, from $12.8 million in 2001 to $11.0 million in 2002. This decrease in gross profit was primarily due to a $1.6 million decrease in revenues from the radiological engineering services business and a $0.6 million decrease from the technical support services business that was sold in April 2001, partially offset by an increase in gross profit from the site decontamination and decommissioning business. Gross profit from Federal Services decreased by $1.5 million, or 9.5%, from $15.8 million in 2001 to $14.3 million in 2002. This decrease is primarily related to a gain in 2001 of $3.7 million on the sale of limited rights to the Company's vitrification technology for use at the DOE Hanford Washington site, partially offset by increases in gross profit as a result of revenue increases relating to increased work scope and the award of new work.

        Selling, general and administrative expenses increased by $1.4 million, or 5.8%, from $23.4 million in 2001 to $24.8 million in 2002. As a percentage of revenues, selling, general and administrative expenses increased from 16.8% in 2001 to 17.5% in 2002. The increase in selling, general and administrative expense is primarily attributable to higher professional service fees, which include bank consultant fees, and personnel related expenses.

        Interest expense, net of interest income, decreased by $3.1 million from $6.2 million in 2001 to $3.1 million in 2002. The decrease was the result of the lower average borrowings and lower interest rates.

        Income taxes increased from $0.6 million in 2001 to $4.5 million in 2002. The Company's effective tax rate was 40.0% and 40.5% in 2001 and 2002, respectively.

Liquidity and Capital Resources

        The Company generated $18.1 million in cash flows from operating activities in the first six months of 2002. Cash flow from operating activities includes activities relating to the operations of the Barnwell low-level radioactive waste disposal facility in South Carolina. Under South Carolina law, the Company is required to bill customers based on the amounts agreed upon with the State. On an annual basis, following the State's fiscal year-end on June 30, the Company will remit amounts billed to customers of the waste disposal site less its fee for operating the site during such fiscal year. During the six months ended June 30, 2002, the Company had collected approximately $11.2 million, net, from customers of the waste disposal facility that will be remitted to the State in July 2002. The remaining cash flow from operating activities of $6.9 million is due to an increase in working capital from operations.

        The Company used approximately $1.2 million in cash flows for investing activities for purchases of property and equipment in the first six months of 2002.

        Cash flows from operating activities during the first six months of 2002 were used principally to repay borrowings under the Company's bank credit facility and to pay down long-term debt.

15

        In October 1999, WMNS was awarded the Oak Ridge Environmental Management Waste Management Facility Contract to design, construct, operate, and close a 400,000 cubic yard land disposal cell on the DOE's Oak Ridge Reservation. Under the terms of the June 8, 2000 purchase agreement between the Company and Waste Management, Inc. ("WMI"), WMI will provide up to $11.8 million in project financing at a fixed rate of 9.0% to the Company for the design and construction phase of the contract. As of June 30, 2002, the Company had borrowings of $11.8 million under the project financing agreement. Cash generated from the project will be used to repay the borrowing under the project financing agreement.

        The Company has a bank credit facility ("the credit facility") which provides for borrowings of up to $130.0 million. The credit facility consists of a five-year $40.0 million revolving line of credit (which had a temporary limit of $30.0 million, that was amended effective March 27, 2002, see below), a five-year $50.0 million term loan and a six and one-half year $40.0 million term loan. The term loans must be prepaid in an amount equal to 50% of excess cash flows, as defined in the credit agreement. Borrowings under the credit facility bear interest at LIBOR plus an applicable margin, or at the Company's option, the prime rate plus an applicable margin. The applicable margin is determined based on the Company's performance and can range from 2.5% to 4.5% for LIBOR based borrowings and 1.5% to 3.5% for prime based borrowings. The facility requires the Company to maintain certain financial ratios and restricts the payment of dividends on the Company's common and preferred stock and the Company's ability to make acquisitions. The Company has accrued dividends of $1.9 million on its outstanding convertible redeemable preferred stock.

        As of December 31, 2001, the Company was not in compliance with certain financial and technical covenants included in the credit agreement. On March 27, 2002, the credit agreement was amended to waive all existing non-compliance as well as to adjust certain covenants either permanently or for 2002. Such covenants include several financial ratios and financial and operational requirements, which are measured on a monthly, quarterly or annual basis. Under the amendment, there was a 0.5% increase in the applicable margin on all borrowings. In addition, the maximum amount available under the revolving line of credit portion of the credit facility was reduced from $30.0 million to $18.0 million as of March 27, 2002. This availability was temporarily increased to $35.0 million for the period from July 26, 2002 through September 30, 2002 to meet certain working capital requirements of the Company, and will decrease incrementally to $15.0 million as of January 1, 2003 through February 28, 2003. The amount of available borrowings under the revolving line of credit portion of the credit facility after February 28, 2003 will be determined by the Company's lenders. At June 30, 2002, after giving effect to this amendment, the Company had $12.4 million of borrowings available under the revolving credit portion of the credit facility. At June 30, 2002, the Company had no outstanding borrowings under the revolving line of credit portion of its credit facility, $27.4 million term loans bearing interest at LIBOR plus 3.25% (5.11%), and $39.0 million term loans bearing interest at LIBOR plus 3.75% (5.61%).

        The Company believes that cash flows from operations and borrowings available under its credit facility will be sufficient to meet its operating needs for at least the next twelve months. However, if management is unable to improve the Company's operating results during 2002 to fund operations and scheduled reductions in available borrowings under its credit facility, or is unable to meet the monthly, quarterly, or annual financial and technical covenants under its revised credit facility, the Company may need to obtain further modifications to the credit agreement from its banks and/or additional sources of funding. There can be no assurance that such modifications and/or funding, if needed, will be available.

Item 3.    Quantitative and Qualitative Information about Market Risk

        The Company's major market risk relates to changing interest rates. At June 30, 2002, the Company had floating rate long-term debt of $55.9 million and floating rate short-term debt of $10.4 million. Average outstanding borrowings under the revolving credit portion of the credit facility were $4.7 million during the six months ended June 30, 2002. The Company has not purchased any interest rate derivative instruments but may do so in the future. In addition, the Company does not have any foreign currency or commodity risk.

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Part II    Other Information

Item 1.    Legal Proceedings

        On June 22, 2001, the Company and two of its executive officers were sued in Federal District Court in Baltimore, Maryland by an individual stockholder on behalf of himself and other similarly situated stockholders of the Company. The putative class action suit alleges that certain statements and information included in the Company's press releases and in the periodic reports filed by it with the Securities and Exchange Commission contained materially false and misleading information in violation of the federal securities laws. The Company filed a motion to dismiss the complaint. In response, the plaintiff filed an amended complaint which mooted the Company's motion to dismiss. The Company then filed a motion to dismiss the amended complaint. The plaintiff filed its opposition to the motion to dismiss the amended complaint and the Company filed a reply memorandum. On April 30, 2002, the Court granted the Company's motion to dismiss the litigation with prejudice. On May 24, 2002, the plaintiff filed a notice of appeal in Federal District Court in Baltimore, Maryland.

        Refer to the Company's annual report on Form 10-K for the year ended December 31, 2001 for a discussion of other legal proceedings.

Item 3.    Defaults Upon Senior Securities

        See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

Item 4.    Submission of Matters to a Vote of Securities Holders

        At the Company's Annual Meeting of Stockholders held on May 21, 2002, the following matters were voted upon:

        a.    Daniel A. D'Aniello, Earle C. Williams, and Dr. Francis J. Harvey were elected to serve as directors of the Company by the convertible preferred stockholders for a one-year term. Admiral James D. Watkins, George V. McGowan, and Robert E. Prince were elected to serve as directors for a one-year term by the common stockholders and convertible preferred stockholders, voting together as a single class.

        For the directors elected by the preferred and common stockholders, voting together as a single class, the votes are shown below:

	Votes For	Votes Against
Admiral James D. Watkins	16,517,767	—
George V. McGowan	16,516,198	—
Robert E. Prince	16,493,977	—

        b.    The proposal to reappoint KPMG LLP as the Company's independent auditors for the year ending December 31, 2002 was approved by the common stockholders and convertible preferred stockholders, voting together as a single class, by a vote of 16,948,382 votes for, 18,320 votes against, 43,272 abstained, and no broker non-votes with respect to this proposal.

Item 5.    Other Information

In response to the "safe harbor" provisions contained in the Private Securities Litigation Reform Act of 1995, the Company is including in this Quarterly Report on Form 10-Q the following cautionary statements which are intended to identify certain important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements of the Company made by or on behalf

17

of the Company. Many of these factors have been discussed in prior filings with the Securities and Exchange Commission.

        The Company's future operating results are dependent upon the Company's ability to manage its commercial waste processing operations, including obtaining commercial waste processing contracts and processing the waste under such contracts in a timely and cost-effective manner. In addition, the Company's future operating results are dependent upon the timing and awarding of contracts by the DOE for the cleanup of other waste sites administered by it. The timing and award of such contracts by the DOE is directly related to the response of governmental authorities to public concerns over the treatment and disposal of radioactive, hazardous, mixed and other wastes. The lessening of public concern in this area or other changes in the political environment could adversely affect the availability and timing of government funding for the cleanup of DOE and other sites containing radioactive and mixed wastes. Finally, a significant component of the Company's direct costs include the cost of disposal of materials in licensed landfills. The ability to reflect increased costs in pricing to customers, the availability of these licensed facilities, and any changes in the rate structures of such licensed facilities have the potential to effect the operating results of the Company.

        The Company's future operating results may fluctuate due to factors such as: the timing of new commercial waste processing contracts and duration of and amount of waste to be processed pursuant to those contracts; the acceptance and implementation of the Company's waste treatment technologies in the government and commercial sectors; the evaluation by the DOE and commercial customers of the Company's technologies versus other competing technologies as well as conventional storage and disposal alternatives; and the timing of new government waste processing projects, including those pursued jointly with others, and the duration of such projects.

Item 6.    Exhibits and Reports on Form 8-K

        a.    Exhibits

See accompanying Index to Exhibits.

        b.    Reports

None

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DURATEK, INC.
Dated: August 14, 2002	BY:	/s/  ROBERT F. SHAWVER Robert F. Shawver Executive Vice President and Chief Financial Officer
Dated: August 14, 2002	BY:	/s/  WILLIAM M. BAMBARGER William M. Bambarger Corporate Controller

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EXHIBITS INDEX

Exhibit No.
3.1	Amended and Restated Certificate of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (File No. 0-14292)
3.2	By-Laws of the Registrant. Incorporated herein by reference to Exhibit 3.3 of the Registrant's Form S-1 Registration Statement No. 33-2062.
4.1	Certificate of Designations of the 8% Cumulative Convertible Redeemable Preferred Stock dated January 23, 1995. Incorporated herein by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)
4.2	Stock Purchase Agreement among Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P. Carlyle-GTSD Partners II, L.P., GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.2 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)
4.3	Stockholders Agreement by and among Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P, GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.3 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)
4.4	Registration Rights Agreement by and among Carlyle Partners II, L.P., Carlyle International Partners II, L.P., Carlyle International Partners III, L.P., C/S International Partners, Carlyle-GTSD Partners, L.P., Carlyle-GTSD Partners II, L.P., GTS Duratek, Inc. and National Patent Development Corporation dated as of January 24, 1995. Incorporated herein by reference to Exhibit 4.4 of the Registrant's Form 8-K filed on February 1, 1995. (File No. 0-14292)
10.1	1984 Duratek Corporation Stock Option Plan, as amended. Incorporated herein by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990.
10.2	License Agreement dated as of August 17, 1992 between GTS Duratek, Inc. and Dr. Theodore Aaron Litovitz and Dr. Pedro Buarque de Macedo Incorporated herein by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. (File No. 0-14292)
10.3	Stockholders' Agreement dated December 28, 1993 between GTS Duratek, Inc. and Vitritek Holdings, L.L.C. Incorporated by reference to Exhibit 3 of the Registrant's Form 8-K Current Report dated December 22, 1993. (File No. 0-14292)
10.4	Agreement dated January 14, 1994 between GTS Duratek, Inc. and Westinghouse Savannah River Company. Incorporated by reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (File No. 0-14292)
10.5	Sublicense Agreement by and between GTS Duratek, Inc. and BNFL Inc. dated November 7, 1995. Incorporated herein by reference to Exhibit 10.20 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995. (File No. 0-14292)

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10.6	GTS Duratek, Inc. Executive Compensation Plan. Incorporated herein by reference to Exhibit 10.19 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997. (File No. 0-14292)
10.7	Amended and Restated Credit Agreement dated as of June 8, 2000 by and among GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates LLC, Chem-Nuclear Systems L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., the Lenders party thereto, First Union National Bank, as Administrative Agent, Credit Lyonnais New York Branch, as Documentation Agent, Fleet National Bank, as Syndication Agent, and First Union Securities, Inc., as Lead Arranger and Book Manager. Incorporated herein by reference to Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)
10.8	Second Amended and Restated Security Agreement dated as of June 8, 2000 made by GTS Duratek, Inc., GTS Duratek Bear Creek, Inc., GTS Duratek Colorado, Inc., Hittman Transport Services, Inc., GTS Instrument Services, Incorporated, General Technical Services, Inc., GTSD Sub III, Inc., GTSD Sub IV, Inc., Frank W. Hake Associates, L.L.C., Chem-Nuclear Systems, L.L.C., Waste Management Federal Services, Inc., Waste Management Federal Services of Idaho, Inc., Waste Management Federal Services of Hanford, Inc., Waste Management Technical Services, Inc., Waste Management Geotech, Inc., and First Union National Bank, as Collateral Agent. Incorporated herein by reference to Exhibit 99.5 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)
10.9	Purchase Agreement by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated March 29, 2000. Incorporated herein by reference to Exhibit 99.2 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)
10.10	Amendment No. 1 to Purchase Agreement and Disclosure Letter by and among Chemical Waste Management Inc., Rust International, Inc., CNS Holdings, Inc. and GTS Duratek, Inc. dated June 8, 2000. Incorporated herein by reference to Exhibit 99.3 of the Registrant's Current Report on Form 8-K filed on June 22, 2000. (File No. 0-14292)
10.11	1999 GTS Duratek, Inc. Stock Option and Incentive Plan. Incorporated herein by reference to Exhibit A of the Registrant's 2000 Proxy Statement. (File No. 0-14292)
10.12	First Amendment and Waiver to Credit Agreement dated as of April 16, 2001 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference to Exhibit 10.14 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed on April 18, 2001. (File No. 0-14292)

21

10.13	Second Amendment and Waiver to Credit Agreement dated as of November 14, 2001 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference Exhibit 10.15 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 14, 2001. (File No. 0-14292)
10.14	Third Amendment and Waiver to Credit Agreement dated as of March 27, 2002 made by Duratek, Inc., as borrower and as agent for the Subsidiary Borrowers, the Lenders party to the Credit Agreement, and First Union National Bank, as Administrative Agent. Incorporated herein by reference Exhibit 10.16 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001 filed on March 29, 2002. (File No. 0-14292)
10.15	Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Robert E. Prince. Filed herewith.
10.16	Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Robert F. Shawver. Filed herewith.
10.17	Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and C. Paul Deltete. Filed herewith.
10.18	Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Regan E. Voit. Filed herewith.
10.19	Employment Agreement dated June 8, 2000 by and between Waste Management Federal Services, Inc. and Thomas E. Dabrowski. Filed herewith.
10.20	Amendment to Employment Agreement dated June 1, 2002 by and between Duratek Federal Services, Inc. and Thomas E. Dabrowski. Filed herewith.
10.21	Executive Employment Agreement dated June 1, 2002 by and between Duratek, Inc. and Michael F. Johnson. Filed herewith.

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EX-10.15

Exhibit 10.15

EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement (this "Agreement") is made effective June 3, 2002, by and between Duratek, Inc., a Delaware corporation having its principal place of business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter, "Company"), and Robert E. Prince (hereinafter, "Employee").

RECITALS

WHEREFORE, Company desires to employ Employee as President and Chief Executive Officer, subject to the terms and provisions of this Agreement, and Employee desires such employment with Company, subject to the terms and provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

        1.    Term.    Unless earlier terminated as provided herein, Company hereby agrees to employ Employee and Employee hereby accepts such employment for a two year period commencing June 3, 2002 and ending on June 3, 2004, upon the terms and conditions hereinafter set forth. Commencing on June 3, 2004 and each June 3rd thereafter, the Term shall automatically be extended for one additional year, unless this Agreement has been previously terminated pursuant to Section 8 of this Agreement or, not later than the December 1st immediately preceding such June 3rd anniversary, Company or Employee shall have given written notice to the other that it does not wish to extend this Agreement. For the purposes of this Agreement, the term as defined in this Section, including any extension thereof, shall be the "Term."

        2.    Duties.    During the Term, Employee shall serve as President and Chief Executive Officer (hereinafter, "President and Chief Executive Officer") of Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Board of Directors of Company (hereinafter, the "Board"). Employee shall have the powers and authority consistent with such responsibilities, duties, and authority. Employee shall devote substantially all his working time, attention, knowledge, and skills faithfully, diligently, and to the best of his ability, in furtherance of the business and activities of Company. During the Term, Employee shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of Company and from engaging in any activity which is or may be competitive with the activities of Company. The principal place of performance by Employee of his duties hereunder shall be Company's principal executive offices in Columbia, Maryland or such other location as agreed to by Employee and Company, although Employee may be required to travel outside of the area where Company's principal executive offices are located in connection with the business of Company, to an extent substantially consistent with Employee's present business travel obligations. Nothing in this Section shall preclude Employee from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with Employee's performance under this Agreement.

        3.    Salary.    In consideration for the services to be rendered by Employee hereunder and for all rights and covenants granted herein, Company shall pay to Employee a gross salary in the amount of $275,018 per year (hereinafter, the "Salary") commencing July 8, 2002. This Salary shall be paid in equal monthly or bi-weekly installments, in accordance with the customary payroll practices of Company and subject to such deductions as are required by law and applicable regulations. This salary may be increased from time to time at the discretion of the Compensation Committee of the Board. From the date hereof until July 8, 2002, Employee shall continue to be paid at his current salary.

        4.    Cash Bonus.    Employee will continue to be eligible to receive cash bonuses pursuant to the Company's Executive Compensation Plan (the "Executive Compensation Plan"); provided, however, that Company may not reduce Employee's target bonus amount (represented as a percentage of base salary) from that in effect as of the date hereof or as may be increased from time to time. In the event that Company amends or terminates the Executive Compensation Plan, Company shall provide Employee with an annual cash bonus program that will provide him with an opportunity to realize an annual cash bonus which is not less than the target bonus amount (represented as a percentage of base salary) that exists under the Executive Compensation Plan at the time it is amended or terminated, which opportunity shall be reasonably comparable to Employee's opportunity under the Executive Compensation Plan as of the date hereof.

        5.    Equity Incentive Plan.    Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

        6.    Employee Benefits.    Employee shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite made available by Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, arrangements and perquisites. Nothing paid to Employee under any plan, arrangement or perquisite presently in effect or made available in the future shall be deemed to be in lieu of the salary and bonus payable to Employee pursuant to Sections 3, 4, and 5 hereof. Any payments or benefits payable to Employee hereunder in respect of any year during which Employee is employed by Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be prorated in accordance with the number of days in such year during which he is so employed.

        7.    Vacations.    Employee shall be entitled to five weeks' vacation (personal time benefit) in each calendar year, or such greater amount of vacation as may be determined in accordance with Company's vacation policy as in effect on the date hereof. Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

        8.    Termination.    Notwithstanding the provisions of Section 1 hereof, Employee's employment with Company may be earlier terminated by either party at any time, subject to the following restrictions (except that termination due to death or disability of Employee shall be governed by Section 9 below):

        (a)  at any time during the Term, Company may terminate this Agreement for Cause upon written notice to Employee. For purposes hereof, "Cause" shall be defined as: (i) Employee's willful material misconduct or neglect in the performance of his duties as determined by the Board; (ii) Employee's conviction by a court of competent jurisdiction of any felony, offense punishable by imprisonment in a state or federal penitentiary, or any offense, civil or criminal, involving fraud, moral turpitude or immoral conduct; (iii) Employee's use of illegal drugs or abusive use of prescription drugs as determined by a licensed physician or physicians designated by Company to examine Employee; or (iv) Employee's willful material breach of this Agreement as determined by the Board, which breach is not cured within thirty (30) days after Employee's receipt of written notice from Company specifying such breach and demanding a cure thereof;

        (b)  at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for "Good Reason." For the purposes of this Agreement, "Good Reason" shall mean (i) Company's failure to perform or observe any of the material terms

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or provisions of this Agreement and continued failure of Company to cure such default within thirty (30) days after written demand for performance has been given to Company by Employee, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions, (ii) a material reduction in the scope of Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction; (iii) Company's assignment to Employee of duties which are inconsistent with Employee's position as President and Chief Executive Officer; (iv) a reduction by Company in Employee's base salary or in any other benefits made available to other senior executives of Company; (v) Employee's relocation to a facility or a location more than fifty (50) miles from the then present location without Employee's prior written consent; or (vi) removal of Employee as a director of Company or failure of Employee to be re-elected as a director of Company, and in each case the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee;

        (c)  at any time during the Term and upon six (6) months prior written notice to Employee, Company may terminate this Agreement for any reason other than Cause, and at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for any reason other than Good Reason;

        (d)  upon termination of this Agreement by Company for Cause or by Employee for any reason other than Good Reason, Employee shall be entitled only to his Salary up to the date of the termination of this Agreement, and Company shall have no further obligation or duties to Employee, and Employee shall have no further obligation or duties to Company except as provided in Sections 10, 11, and 12;

        (e)  upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall continue to pay Employee's Salary and provide Employee with benefits comparable to those Employee received pursuant to Sections 6 and 7, immediately prior to the effective date of termination through the twelfth full month following the effective date of termination (hereinafter, the "Severance Period"), and Employee shall have no further obligations or duties to Company, except as provided in Sections 10, 11, and 12. Company shall have no further obligation or duties to Employee other than as set forth in this Section 8(e). Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        9.    Disability and Death.    (a) If during the Term Employee shall become unable to perform his duties or carry out his responsibilities by reason of illness or injury, Company shall continue to pay or provide to Employee Salary continuation under the terms of the disability insurance coverage for officers of Company. If, however, the disability continues for an uninterrupted period exceeding six calendar months, Company, at its election, may terminate this Agreement with no further obligations by Company. Employee shall be entitled to any benefit for which Employee qualifies under any long-term disability plan of Company. The inability of Employee to perform his duties and carry out his responsibility because of illness or injury shall be determined by a qualified physician or physicians designated by Company to examine Employee. To the extent physically and mentally capable, Employee shall furnish information and assistance to Company and shall be available to Company to undertake reasonable assignments consistent with the dignity, importance, and scope of Employee's prior position and current physical and mental health.

        (b)  If during the Term Employee shall die, this Agreement shall terminate automatically. In this event, Company shall pay to Employee's estate or to his beneficiaries, Employee's Salary up to the date of death. Company shall have no further obligation or duties to Employee's estate or to his beneficiaries.

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        10.    Restrictive Covenants.

        (a)    Confidentiality.    During the Term and continuing subsequent to any termination or expiration of this Agreement, Employee shall maintain Information, as defined in Section 10(a)(i) below, as secret and confidential unless Employee is required to disclose Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. Employee shall use Information solely for the purpose of carrying out those duties assigned him as an employee of Company and not otherwise. The disclosure of Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret or any right of ownership or right to use the information whatsoever.

          (i)  For the purposes of this Section 10, "Information" shall mean information related to Company's business. Such information shall include, but shall not be limited to: (w) any financial, business, planning, operations, services, potential services, products, potential products, technical information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, supplier, or other information of Company; (x) any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents of Company; (y) any confidential information or trade secrets of any third party provided to Company in confidence or subject to other use or disclosure restrictions or limitations; and (z) any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future developments, and whether accessed prior to Employee's tenure with Company or to be accessed during his future employment or association with Company, which pertains to Company's affairs or interests or with whom or how Company does business. Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by Employee.

        (ii)  Employee shall promptly notify Company if he has reason to believe that the unauthorized use, possession, or disclosure of any Information has occurred or may occur.

        (iii)  All physical items containing Information, including, without limitation, the business plan, know-how, collection methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters, notes, any computer media, customer lists and all other information and materials of Company's business and operations, shall remain the exclusive and confidential property of Company and shall be returned, along with any copies or notes of Employee made thereof or therefrom, to Company when Employee ceases his employment with Company.

        (b)    Non-Competition.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, shall Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company), or otherwise, any business or activity competing with Company or its affiliates within the United States; (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of Company; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company within the United States. Employee acknowledges that he will provide unique services to Company and that this covenant has unique, substantial, and immeasurable value to Company.

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        (c)    Non-solicitation or hiring of employees.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, will Employee act in any way with the purpose or effect of (i) hiring any of the employees of Company, its divisions or subsidiaries or (ii) soliciting, recruiting or encouraging, directly or indirectly, any of Company's employees to leave the employ of Company, its divisions or its subsidiaries.

        11.    Discoveries, Inventions, Trade Secrets, Trade Names, Copyrights, and Patents.    As part of the rights granted herein to Company, Employee agrees that all right, title and interest of any kind and nature whatsoever in and to any inventions, product, know-how, trade secrets, patents, trademarks, methods, procedures, copyrights, seminars, discoveries, improvements, ideas, creations, and other technical properties, whether or not patentable or subject to rights of copyright and/or trademark, which are conceived or made by Employee during the Term, and which are related to any of the business and/or activities of Company and any other lines of business which Company subsequently pursues in any form to include but not be limited to a strategic plan, research, feasibility studies, development, manufacturing, and customer contact (including but not limited to intellectual property, know-how, trade secrets, and patents in process or granted) or the performance by Employee of his services hereunder, shall be and become the sole and exclusive property of Company for all purposes. Employee shall promptly disclose to Company any such conception or other work product of the type as is generally described in the immediately preceding sentence. Employee agrees to execute any and all applications, assignments and other written instruments that Company may deem necessary and appropriate to confirm the title and interest of Company therein and thereto. The obligations of Employee under this Section 11 shall be binding upon his assignees, employers, other corporate or research affiliates, executors, administrators and heirs. The grant, transfer and assignment to Company by Employee of rights to intellectual properties shall remain effective for such periods of time as applicable law may permit with respect to the ownership of any such intellectual property or materials.

        12.    Enforcement.    Employee understands and agrees that he will provide unique services to Company and that the restrictions contained in Sections 10 and 11 of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests, trade secrets, and good will of Company, and are a material inducement to Company to enter into this Agreement, and that any breach or threatened breach of the restrictions stated in Sections 10 and 11 would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees and consents to the issuance of injunctive relief in favor of Company by any court of competent jurisdiction, where, in Company's sole discretion, Company has acted upon reasonable information concerning a breach or potential breach of this Agreement, to enjoin the breach of any of the covenants of Employee contained in Sections 10 and 11 of this Agreement. Nothing contained in this Section shall invalidate or waive any other rights or remedies which Company may have at law or in equity.

        13.    Indemnification; Directors' and Officers' Insurance.

        (a)  While Employee is employed by Company pursuant to this Agreement, Company covenants that it will not repeal or modify any right to indemnification or limitation of liability under Company's Amended and Restated Certificate of Incorporation, By-Laws, or otherwise so as to adversely affect any right or protection of a director or officer of Company existing at the time of such repeal or modification.

        (b)  Company agrees to provide to Employee and keep current at all times during Employee's employment, at its expense, director's and officer's liability insurance, with Employee named as the beneficiary, with such coverage limits as are determined in the reasonable discretion of the Board.

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        14.    Change in Control.    Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as hereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):

        (a)  If the termination occurs within twelve months after a Change of Control, Company shall continue to pay Employee's Salary through the twelfth (12^th) full month following the effective date of termination. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change in Control.

        (b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company, except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of a Change in Control, for 12 months thereafter; provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk.

        (c)  Employee's payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from the date hereof and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment.

        (d)  The specific arrangements referred to above are not intended to exclude Employee's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board from time to time, or as a result of the Change of Control.

        (e)  This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

        (f)    For the purpose of this Agreement, a "Change of Control" shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board.

        15.    Gross Up Payments    If the payment provided under this Agreement (the "Contract Payment") is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), Company shall pay Employee on or before the fifth day following the date of termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Contract Payment and such other Total Payments (as defined below) and any federal and state and local income tax and Excise Tax upon the payment provided for by this Section, shall be equal to the Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax

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and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change of Control of Company or Employee's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company, its successors, any person whose actions result in a Change of Control of Company or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change of Control, will become affiliated) with Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Company and acceptable to Employee, whose acceptance shall not be unreasonably withheld, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code either in their entirety or in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Employee if such repayment results in a reduction in Excise Tax and/or a federal state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

        16.    Survivability.    The provisions of Sections 10, 11 and 12 of this Agreement shall survive its termination.

        17.    Section Titles.    The titles of the Sections of this Agreement are for convenience only and shall not affect the interpretation of any Section hereof.

        18.    Waiver.    A waiver by either party hereto of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto.

        19.    Severability.    The rights and restrictions in this Agreement may be exercised and are applicable only to the extent that they do not violate applicable laws, and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If

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any provision of this Agreement shall be deemed to be invalid or unenforceable, then that provision shall be modified to make it enforceable to the maximum extent possible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

        20.    Assignment.    This Agreement requires the personal services of Employee only, and Employee shall not be entitled to assign any portion of his duties or obligations hereunder.

        21.    Notices.    For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:	Robert E. Prince 1913 Hidden Point Road Annapolis, MD 21401
If to Company:	Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046

        22.    Governing Law.    This Agreement has been made and executed in the State of Maryland and shall be governed by the laws of Maryland applicable to contracts fully to be performed therein.

        23.    Waiver of Jury Trial.    THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

        24.    Entire Agreement.    This Agreement constitutes the entire agreement of the parties and supersedes any and all previous agreements between the Parties, including the Employment Agreement between Company and Employee dated January 24, 1995 (the "Prior Agreement"). Upon the execution by the parties of this Agreement, the Prior Agreement shall be terminated and of no further force and effect. This Agreement may not be modified orally, but only by an agreement in writing supplied by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

        25.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall deemed to be an original but all of which together will constitute one and the same instrument.

        26.    Miscellaneous.    The parties agree to execute all other such documents as may be required to effectuate or more readily carry out the provisions hereof.

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        IN WITNESS WHEREOF, Employee and Company have executed this Agreement.

COMPANY:	EMPLOYEE:
DURATEK, INC.	Robert E. Prince
By: /s/  FRANCIS J. HARVEY	/s/  ROBERT E. PRINCE
Name: Francis J. Harvey
Title: Chairman,Compensation Committee	Date: 6/21/02
Date: 6/20/02

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EX-10.16

Exhibit 10.16

EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement (this "Agreement") is made effective June 3, 2002, by and between Duratek, Inc., a Delaware corporation having its principal place of business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter, "Company"), and Robert F. Shawver (hereinafter, "Employee").

RECITALS

WHEREFORE, Company desires to employ Employee as Executive Vice President and Chief Financial Officer, subject to the terms and provisions of this Agreement, and Employee desires such employment with Company, subject to the terms and provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

        1.    Term.    Unless earlier terminated as provided herein, Company hereby agrees to employ Employee and Employee hereby accepts such employment for a two year period commencing June 3, 2002 and ending on June 3, 2004, upon the terms and conditions hereinafter set forth. Commencing on June 3, 2004 and each June 3rd thereafter, the Term shall automatically be extended for one additional year, unless this Agreement has been previously terminated pursuant to Section 8 of this Agreement or, not later than the December 1st immediately preceding such June 3rd anniversary, Company or Employee shall have given written notice to the other that it does not wish to extend this Agreement. For the purposes of this Agreement, the term as defined in this Section, including any extension thereof, shall be the "Term."

        2.    Duties.    During the Term, Employee shall serve as Executive Vice President and Chief Financial Officer (hereinafter, "Executive Vice President and Chief Financial Officer") of Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Chief Executive Officer of Company (hereinafter, the "CEO"). Employee shall have the powers and authority consistent with such responsibilities, duties, and authority. Employee shall devote substantially all his working time, attention, knowledge, and skills faithfully, diligently, and to the best of his ability, in furtherance of the business and activities of Company. During the Term, Employee shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of Company and from engaging in any activity which is or may be competitive with the activities of Company. The principal place of performance by Employee of his duties hereunder shall be Company's principal executive offices in Columbia, Maryland or such other location as agreed to by Employee and Company, although Employee may be required to travel outside of the area where Company's principal executive offices are located in connection with the business of Company, to an extent substantially consistent with Employee's present business travel obligations. Nothing in this Section shall preclude Employee from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with Employee's performance under this Agreement.

        3.    Salary.    In consideration for the services to be rendered by Employee hereunder and for all rights and covenants granted herein, Company shall pay to Employee a gross salary in the amount of $192,005.00 per year (hereinafter, the "Salary") commencing July 8, 2002. This Salary shall be paid in equal monthly or bi-weekly installments, in accordance with the customary payroll practices of Company and subject to such deductions as are required by law and applicable regulations. This salary may be increased from time to time at the discretion of the Compensation Committee of the Board of

Directors of the Company. From the date hereof until July 8, 2002, Employee shall continue to be paid at this current salary.

        4.    Cash Bonus.    Employee will continue to be eligible to receive cash bonuses pursuant to the Company's Executive Compensation Plan (the "Executive Compensation Plan"); provided, however, that Company may not reduce Employee's target bonus amount (represented as a percentage of base salary) from that in effect as of the date hereof or as may be increased from time to time. In the event that Company amends or terminates the Executive Compensation Plan, Company shall provide Employee with an annual cash bonus program that will provide him with an opportunity to realize an annual cash bonus which is not less than the target bonus amount (represented as a percentage of base salary) that exists under the Executive Compensation Plan at the time it is amended or terminated, which opportunity shall be reasonably comparable to Employee's opportunity under the Executive Compensation Plan as of the date hereof.

        5.    Equity Incentive Plan.    Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

        6.    Employee Benefits.    Employee shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite made available by Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, arrangements and perquisites. Nothing paid to Employee under any plan, arrangement or perquisite presently in effect or made available in the future shall be deemed to be in lieu of the salary and bonus payable to Employee pursuant to Sections 3, 4, and 5 hereof. Any payments or benefits payable to Employee hereunder in respect of any year during which Employee is employed by Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be prorated in accordance with the number of days in such year during which he is so employed.

        7.    Vacations.    Employee shall be entitled to five weeks' vacation (personal time benefit) in each calendar year, or such greater amount of vacation as may be determined in accordance with Company's vacation policy as in effect on the date hereof. Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

        8.    Termination.    Notwithstanding the provisions of Section 1 hereof, Employee's employment with Company may be earlier terminated by either party at any time, subject to the following restrictions (except that termination due to death or disability of Employee shall be governed by Section 9 below):

        (a)  at any time during the Term, Company may terminate this Agreement for Cause upon written notice to Employee. For purposes hereof, "Cause" shall be defined as: (i) Employee's willful material misconduct or neglect in the performance of his duties as determined by the CEO; (ii) Employee's conviction by a court of competent jurisdiction of any felony, offense punishable by imprisonment in a state or federal penitentiary, or any offense, civil or criminal, involving fraud, moral turpitude or immoral conduct; (iii) Employee's use of illegal drugs or abusive use of prescription drugs as determined by a licensed physician or physicians designated by Company to examine Employee; or (iv) Employee's willful material breach of this Agreement as determined by the CEO, which breach is not cured within thirty (30) days after Employee's receipt of written notice from Company specifying such breach and demanding a cure thereof;

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        (b)  at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for "Good Reason." For the purposes of this Agreement, "Good Reason" shall mean (i) Company's failure to perform or observe any of the material terms or provisions of this Agreement and continued failure of Company to cure such default within thirty (30) days after written demand for performance has been given to Company by Employee, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions, (ii) a material reduction in the scope of Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction; (iii) Company's assignment to Employee of duties which are inconsistent with Employee's position as Executive Vice President and Chief Financial Officer; (iv) a reduction by Company in Employee's base salary or in any other benefits made available to other senior executives of Company; or (v) Employee's relocation to a facility or a location more than fifty (50) miles from the then present location without Employee's prior written consent, and in each case the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee;

        (c)  at any time during the Term and upon six (6) months prior written notice to Employee, Company may terminate this Agreement for any reason other than Cause, and at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for any reason other than Good Reason;

        (d)  upon termination of this Agreement by Company for Cause or by Employee for any reason other than Good Reason, Employee shall be entitled only to his Salary up to the date of the termination of this Agreement, and Company shall have no further obligation or duties to Employee, and Employee shall have no further obligation or duties to Company except as provided in Sections 10, 11, and 12;

        (e)  upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall continue to pay Employee's Salary and provide Employee with benefits comparable to those Employee received pursuant to Sections 6 and 7, immediately prior to the effective date of termination through the twelfth full month following the effective date of termination (hereinafter, the "Severance Period"), and Employee shall have no further obligations or duties to Company, except as provided in Sections 10, 11, and 12. Company shall have no further obligation or duties to Employee other than as set forth in this Section 8(e). Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        9.    Disability and Death.    (a) If during the Term Employee shall become unable to perform his duties or carry out his responsibilities by reason of illness or injury, Company shall continue to pay or provide to Employee Salary continuation under the terms of the disability insurance coverage for officers of Company. If, however, the disability continues for an uninterrupted period exceeding six calendar months, Company, at its election, may terminate this Agreement with no further obligations by Company. Employee shall be entitled to any benefit for which Employee qualifies under any long-term disability plan of Company. The inability of Employee to perform his duties and carry out his responsibility because of illness or injury shall be determined by a qualified physician or physicians designated by Company to examine Employee. To the extent physically and mentally capable, Employee shall furnish information and assistance to Company and shall be available to Company to undertake reasonable assignments consistent with the dignity, importance, and scope of Employee's prior position and current physical and mental health.

        (b)  If during the Term Employee shall die, this Agreement shall terminate automatically. In this event, Company shall pay to Employee's estate or to his beneficiaries, Employee's Salary up to

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the date of death. Company shall have no further obligation or duties to Employee's estate or to his beneficiaries.

        10.    Restrictive Covenants.

        (a)    Confidentiality.    During the Term and continuing subsequent to any termination or expiration of this Agreement, Employee shall maintain Information, as defined in Section 10(a)(i) below, as secret and confidential unless Employee is required to disclose Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. Employee shall use Information solely for the purpose of carrying out those duties assigned him as an employee of Company and not otherwise. The disclosure of Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret or any right of ownership or right to use the information whatsoever.

          (i)  For the purposes of this Section 10, "Information" shall mean information related to Company's business. Such information shall include, but shall not be limited to: (w) any financial, business, planning, operations, services, potential services, products, potential products, technical information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, supplier, or other information of Company; (x) any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents of Company; (y) any confidential information or trade secrets of any third party provided to Company in confidence or subject to other use or disclosure restrictions or limitations; and (z) any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future developments, and whether accessed prior to Employee's tenure with Company or to be accessed during his future employment or association with Company, which pertains to Company's affairs or interests or with whom or how Company does business. Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by Employee.

        (ii)  Employee shall promptly notify Company if he has reason to believe that the unauthorized use, possession, or disclosure of any Information has occurred or may occur.

        (iii)  All physical items containing Information, including, without limitation, the business plan, know-how, collection methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters, notes, any computer media, customer lists and all other information and materials of Company's business and operations, shall remain the exclusive and confidential property of Company and shall be returned, along with any copies or notes of Employee made thereof or therefrom, to Company when Employee ceases his employment with Company.

        (b)    Non-Competition.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, shall Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company), or otherwise, any business or activity competing with Company or its affiliates within the United States; (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of Company; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company within the United

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States. Employee acknowledges that he will provide unique services to Company and that this covenant has unique, substantial, and immeasurable value to Company.

        (c)    Non-solicitation or hiring of employees.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, will Employee act in any way with the purpose or effect of (i) hiring any of the employees of Company, its divisions or subsidiaries or (ii) soliciting, recruiting or encouraging, directly or indirectly, any of Company's employees to leave the employ of Company, its divisions or its subsidiaries.

        11.    Discoveries, Inventions, Trade Secrets, Trade Names, Copyrights, and Patents.    As part of the rights granted herein to Company, Employee agrees that all right, title and interest of any kind and nature whatsoever in and to any inventions, product, know-how, trade secrets, patents, trademarks, methods, procedures, copyrights, seminars, discoveries, improvements, ideas, creations, and other technical properties, whether or not patentable or subject to rights of copyright and/or trademark, which are conceived or made by Employee during the Term, and which are related to any of the business and/or activities of Company and any other lines of business which Company subsequently pursues in any form to include but not be limited to a strategic plan, research, feasibility studies, development, manufacturing, and customer contact (including but not limited to intellectual property, know-how, trade secrets, and patents in process or granted) or the performance by Employee of his services hereunder, shall be and become the sole and exclusive property of Company for all purposes. Employee shall promptly disclose to Company any such conception or other work product of the type as is generally described in the immediately preceding sentence. Employee agrees to execute any and all applications, assignments and other written instruments that Company may deem necessary and appropriate to confirm the title and interest of Company therein and thereto. The obligations of Employee under this Section 11 shall be binding upon his assignees, employers, other corporate or research affiliates, executors, administrators and heirs. The grant, transfer and assignment to Company by Employee of rights to intellectual properties shall remain effective for such periods of time as applicable law may permit with respect to the ownership of any such intellectual property or materials.

        12.    Enforcement.    Employee understands and agrees that he will provide unique services to Company and that the restrictions contained in Sections 10 and 11 of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests, trade secrets, and good will of Company, and are a material inducement to Company to enter into this Agreement, and that any breach or threatened breach of the restrictions stated in Sections 10 and 11 would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees and consents to the issuance of injunctive relief in favor of Company by any court of competent jurisdiction, where, in Company's sole discretion, Company has acted upon reasonable information concerning a breach or potential breach of this Agreement, to enjoin the breach of any of the covenants of Employee contained in Sections 10 and 11 of this Agreement. Nothing contained in this Section shall invalidate or waive any other rights or remedies which Company may have at law or in equity.

        13.    Indemnification; Directors' and Officers' Insurance.

        (a)  While Employee is employed by Company pursuant to this Agreement, Company covenants that it will not repeal or modify any right to indemnification or limitation of liability under Company's Amended and Restated Certificate of Incorporation, By-Laws, or otherwise so as to adversely affect any right or protection of a director or officer of Company existing at the time of such repeal or modification.

        (b)  Company agrees to provide to Employee and keep current at all times during Employee's employment, at its expense, director's and officer's liability insurance, with Employee named as the

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beneficiary, with such coverage limits as are determined in the reasonable discretion of the Board of Directors of the Company.

        14.    Change in Control.    Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as hereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):

        (a)  If the termination occurs within twelve months after a Change of Control, Company shall continue to pay Employee's Salary through the twelfth (12^th) full month following the effective date of termination. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change in Control.

        (b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company, except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of a Change in Control, for 12 months thereafter; provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk.

        (c)  Employee's payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from the date hereof and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment.

        (d)  The specific arrangements referred to above are not intended to exclude Employee's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board of Directors of the Company from time to time, or as a result of the Change of Control.

        (e)  This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

        (f)    For the purpose of this Agreement, a "Change of Control" shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of the Company.

        15.    Gross Up Payments    If the payment provided under this Agreement (the "Contract Payment") is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), Company shall pay Employee on or before the fifth day following the date of termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Contract Payment and such other Total Payments (as defined below) and any federal and state and local income tax and Excise Tax upon the

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payment provided for by this Section, shall be equal to the Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change of Control of Company or Employee's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company, its successors, any person whose actions result in a Change of Control of Company or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change of Control, will become affiliated) with Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Company and acceptable to Employee, whose acceptance shall not be unreasonably withheld, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code either in their entirety or in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Employee if such repayment results in a reduction in Excise Tax and/or a federal state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

        16.    Survivability.    The provisions of Sections 10, 11 and 12 of this Agreement shall survive its termination.

        17.    Section Titles.    The titles of the Sections of this Agreement are for convenience only and shall not affect the interpretation of any Section hereof.

        18.    Waiver.    A waiver by either party hereto of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto.

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        19.    Severability.    The rights and restrictions in this Agreement may be exercised and are applicable only to the extent that they do not violate applicable laws, and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If any provision of this Agreement shall be deemed to be invalid or unenforceable, then that provision shall be modified to make it enforceable to the maximum extent possible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

        20.    Assignment.    This Agreement requires the personal services of Employee only, and Employee shall not be entitled to assign any portion of his duties or obligations hereunder.

        21.    Notices.    For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:	Robert F. Shawver 3908 Skye Court Ellicott City, MD 21042
If to Company:	Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046

        22.    Governing Law.    This Agreement has been made and executed in the State of Maryland and shall be governed by the laws of Maryland applicable to contracts fully to be performed therein.

        23.    Waiver of Jury Trial.    THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

        24.    Entire Agreement.    This Agreement constitutes the entire agreement of the parties and supersedes any and all previous agreements between the Parties, including the Employment Agreement between Company and Employee dated January 24, 1995 (the "Prior Agreement"). Upon the execution by the parties of this Agreement, the Prior Agreement shall be terminated and of no further force and effect. This Agreement may not be modified orally, but only by an agreement in writing supplied by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

        25.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall deemed to be an original but all of which together will constitute one and the same instrument.

        26.    Miscellaneous.    The parties agree to execute all other such documents as may be required to effectuate or more readily carry out the provisions hereof.

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        IN WITNESS WHEREOF, Employee and Company have executed this Agreement.

COMPANY:	EMPLOYEE:
DURATEK, INC.	Robert F. Shawver
By: /s/  ROBERT E. PRINCE	/s/  ROBERT F. SHAWVER
Name: Robert E. Prince
Title: President/CEO	Date: 6/7/02
Date: 6/6/02

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EX-10.17

Exhibit 10.17

EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement (this "Agreement") is made effective June 3, 2002, by and between Duratek, Inc., a Delaware corporation having its principal place of business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter, "Company"), and C. Paul Deltete (hereinafter, "Employee").

RECITALS

WHEREFORE, Company desires to employ Employee as Senior Vice President, subject to the terms and provisions of this Agreement, and Employee desires such employment with Company, subject to the terms and provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

        1.    Term.    Unless earlier terminated as provided herein, Company hereby agrees to employ Employee and Employee hereby accepts such employment for a two year period commencing June 3, 2002 and ending on June 3, 2004, upon the terms and conditions hereinafter set forth. Commencing on June 3, 2004 and each June 3rd thereafter, the Term shall automatically be extended for one additional year, unless this Agreement has been previously terminated pursuant to Section 8 of this Agreement or, not later than the December 1st immediately preceding such June 3rd anniversary, Company or Employee shall have given written notice to the other that it does not wish to extend this Agreement. For the purposes of this Agreement, the term as defined in this Section, including any extension thereof, shall be the "Term."

        2.    Duties.    During the Term, Employee shall serve as Senior Vice President (hereinafter, "Senior Vice President") of Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Chief Executive Officer of Company (hereinafter, the "CEO"). Employee shall have the powers and authority consistent with such responsibilities, duties, and authority. Employee shall devote substantially all his working time, attention, knowledge, and skills faithfully, diligently, and to the best of his ability, in furtherance of the business and activities of Company. During the Term, Employee shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of Company and from engaging in any activity which is or may be competitive with the activities of Company. The principal place of performance by Employee of his duties hereunder shall be Company's principal executive offices in Columbia, Maryland or such other location as agreed to by Employee and Company, although Employee may be required to travel outside of the area where Company's principal executive offices are located in connection with the business of Company, to an extent substantially consistent with Employee's present business travel obligations. Nothing in this Section shall preclude Employee from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with Employee's performance under this Agreement.

        3.    Salary.    In consideration for the services to be rendered by Employee hereunder and for all rights and covenants granted herein, Company shall pay to Employee a gross salary in the amount of $187,200 per year (hereinafter, the "Salary") commencing July 8, 2002. This Salary shall be paid in equal monthly or bi-weekly installments, in accordance with the customary payroll practices of Company and subject to such deductions as are required by law and applicable regulations. This salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company. From the date hereof until July 8, 2002, Employee shall continue to be paid at this current salary.

        4.    Cash Bonus.    Employee will continue to be eligible to receive cash bonuses pursuant to the Company's Executive Compensation Plan (the "Executive Compensation Plan"); provided, however, that Company may not reduce Employee's target bonus amount (represented as a percentage of base salary) from that in effect as of the date hereof or as may be increased from time to time. In the event that Company amends or terminates the Executive Compensation Plan, Company shall provide Employee with an annual cash bonus program that will provide him with an opportunity to realize an annual cash bonus which is not less than the target bonus amount (represented as a percentage of base salary) that exists under the Executive Compensation Plan at the time it is amended or terminated, which opportunity shall be reasonably comparable to Employee's opportunity under the Executive Compensation Plan as of the date hereof.

        5.    Equity Incentive Plan.    Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

        6.    Employee Benefits.    Employee shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite made available by Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, arrangements and perquisites. Nothing paid to Employee under any plan, arrangement or perquisite presently in effect or made available in the future shall be deemed to be in lieu of the salary and bonus payable to Employee pursuant to Sections 3, 4, and 5 hereof. Any payments or benefits payable to Employee hereunder in respect of any year during which Employee is employed by Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be prorated in accordance with the number of days in such year during which he is so employed.

        7.    Vacations.    Employee shall be entitled to five weeks' vacation (personal time benefit) in each calendar year, or such greater amount of vacation as may be determined in accordance with Company's vacation policy as in effect on the date hereof. Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

        8.    Termination.    Notwithstanding the provisions of Section 1 hereof, Employee's employment with Company may be earlier terminated by either party at any time, subject to the following restrictions (except that termination due to death or disability of Employee shall be governed by Section 9 below):

        (a)  at any time during the Term, Company may terminate this Agreement for Cause upon written notice to Employee. For purposes hereof, "Cause" shall be defined as: (i) Employee's willful material misconduct or neglect in the performance of his duties as determined by the CEO; (ii) Employee's conviction by a court of competent jurisdiction of any felony, offense punishable by imprisonment in a state or federal penitentiary, or any offense, civil or criminal, involving fraud, moral turpitude or immoral conduct; (iii) Employee's use of illegal drugs or abusive use of prescription drugs as determined by a licensed physician or physicians designated by Company to examine Employee; or (iv) Employee's willful material breach of this Agreement as determined by the CEO, which breach is not cured within thirty (30) days after Employee's receipt of written notice from Company specifying such breach and demanding a cure thereof;

        (b)  at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for "Good Reason." For the purposes of this Agreement, "Good Reason" shall mean (i) Company's failure to perform or observe any of the material terms

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or provisions of this Agreement and continued failure of Company to cure such default within thirty (30) days after written demand for performance has been given to Company by Employee, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions, (ii) a material reduction in the scope of Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction; (iii) Company's assignment to Employee of duties which are inconsistent with Employee's position as Senior Vice President; (iv) a reduction by Company in Employee's base salary or in any other benefits made available to other senior executives of Company; or (v) Employee's relocation to a facility or a location more than fifty (50) miles from the then present location without Employee's prior written consent, and in each case the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee;

        (c)  at any time during the Term and upon six (6) months prior written notice to Employee, Company may terminate this Agreement for any reason other than Cause, and at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for any reason other than Good Reason;

        (d)  upon termination of this Agreement by Company for Cause or by Employee for any reason other than Good Reason, Employee shall be entitled only to his Salary up to the date of the termination of this Agreement, and Company shall have no further obligation or duties to Employee, and Employee shall have no further obligation or duties to Company except as provided in Sections 10, 11, and 12;

        (e)  upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall continue to pay Employee's Salary and provide Employee with benefits comparable to those Employee received pursuant to Sections 6 and 7, immediately prior to the effective date of termination through the twelfth full month following the effective date of termination (hereinafter, the "Severance Period"), and Employee shall have no further obligations or duties to Company, except as provided in Sections 10, 11, and 12. Company shall have no further obligation or duties to Employee other than as set forth in this Section 8(e). Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        9.    Disability and Death.    (a) If during the Term Employee shall become unable to perform his duties or carry out his responsibilities by reason of illness or injury, Company shall continue to pay or provide to Employee Salary continuation under the terms of the disability insurance coverage for officers of Company. If, however, the disability continues for an uninterrupted period exceeding six calendar months, Company, at its election, may terminate this Agreement with no further obligations by Company. Employee shall be entitled to any benefit for which Employee qualifies under any long-term disability plan of Company. The inability of Employee to perform his duties and carry out his responsibility because of illness or injury shall be determined by a qualified physician or physicians designated by Company to examine Employee. To the extent physically and mentally capable, Employee shall furnish information and assistance to Company and shall be available to Company to undertake reasonable assignments consistent with the dignity, importance, and scope of Employee's prior position and current physical and mental health.

        (b)  If during the Term Employee shall die, this Agreement shall terminate automatically. In this event, Company shall pay to Employee's estate or to his beneficiaries, Employee's Salary up to the date of death. Company shall have no further obligation or duties to Employee's estate or to his beneficiaries.

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        10.    Restrictive Covenants.

        (a)    Confidentiality.    During the Term and continuing subsequent to any termination or expiration of this Agreement, Employee shall maintain Information, as defined in Section 10(a)(i) below, as secret and confidential unless Employee is required to disclose Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. Employee shall use Information solely for the purpose of carrying out those duties assigned him as an employee of Company and not otherwise. The disclosure of Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret or any right of ownership or right to use the information whatsoever.

          (i)  For the purposes of this Section 10, "Information" shall mean information related to Company's business. Such information shall include, but shall not be limited to: (w) any financial, business, planning, operations, services, potential services, products, potential products, technical information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, supplier, or other information of Company; (x) any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents of Company; (y) any confidential information or trade secrets of any third party provided to Company in confidence or subject to other use or disclosure restrictions or limitations; and (z) any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future developments, and whether accessed prior to Employee's tenure with Company or to be accessed during his future employment or association with Company, which pertains to Company's affairs or interests or with whom or how Company does business. Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by Employee.

        (ii)  Employee shall promptly notify Company if he has reason to believe that the unauthorized use, possession, or disclosure of any Information has occurred or may occur.

        (iii)  All physical items containing Information, including, without limitation, the business plan, know-how, collection methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters, notes, any computer media, customer lists and all other information and materials of Company's business and operations, shall remain the exclusive and confidential property of Company and shall be returned, along with any copies or notes of Employee made thereof or therefrom, to Company when Employee ceases his employment with Company.

        (b)    Non-Competition.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, shall Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company), or otherwise, any business or activity competing with Company or its affiliates within the United States; (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of Company; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company within the United States. Employee acknowledges that he will provide unique services to Company and that this covenant has unique, substantial, and immeasurable value to Company.

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        (c)    Non-solicitation or hiring of employees.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, will Employee act in any way with the purpose or effect of (i) hiring any of the employees of Company, its divisions or subsidiaries or (ii) soliciting, recruiting or encouraging, directly or indirectly, any of Company's employees to leave the employ of Company, its divisions or its subsidiaries.

        11.    Discoveries, Inventions, Trade Secrets, Trade Names, Copyrights, and Patents.    As part of the rights granted herein to Company, Employee agrees that all right, title and interest of any kind and nature whatsoever in and to any inventions, product, know-how, trade secrets, patents, trademarks, methods, procedures, copyrights, seminars, discoveries, improvements, ideas, creations, and other technical properties, whether or not patentable or subject to rights of copyright and/or trademark, which are conceived or made by Employee during the Term, and which are related to any of the business and/or activities of Company and any other lines of business which Company subsequently pursues in any form to include but not be limited to a strategic plan, research, feasibility studies, development, manufacturing, and customer contact (including but not limited to intellectual property, know-how, trade secrets, and patents in process or granted) or the performance by Employee of his services hereunder, shall be and become the sole and exclusive property of Company for all purposes. Employee shall promptly disclose to Company any such conception or other work product of the type as is generally described in the immediately preceding sentence. Employee agrees to execute any and all applications, assignments and other written instruments that Company may deem necessary and appropriate to confirm the title and interest of Company therein and thereto. The obligations of Employee under this Section 11 shall be binding upon his assignees, employers, other corporate or research affiliates, executors, administrators and heirs. The grant, transfer and assignment to Company by Employee of rights to intellectual properties shall remain effective for such periods of time as applicable law may permit with respect to the ownership of any such intellectual property or materials.

        12.    Enforcement.    Employee understands and agrees that he will provide unique services to Company and that the restrictions contained in Sections 10 and 11 of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests, trade secrets, and good will of Company, and are a material inducement to Company to enter into this Agreement, and that any breach or threatened breach of the restrictions stated in Sections 10 and 11 would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees and consents to the issuance of injunctive relief in favor of Company by any court of competent jurisdiction, where, in Company's sole discretion, Company has acted upon reasonable information concerning a breach or potential breach of this Agreement, to enjoin the breach of any of the covenants of Employee contained in Sections 10 and 11 of this Agreement. Nothing contained in this Section shall invalidate or waive any other rights or remedies which Company may have at law or in equity.

        13.    Indemnification; Directors' and Officers' Insurance.

        (a)  While Employee is employed by Company pursuant to this Agreement, Company covenants that it will not repeal or modify any right to indemnification or limitation of liability under Company's Amended and Restated Certificate of Incorporation, By-Laws, or otherwise so as to adversely affect any right or protection of a director or officer of Company existing at the time of such repeal or modification.

        (b)  Company agrees to provide to Employee and keep current at all times during Employee's employment, at its expense, director's and officer's liability insurance, with Employee named as the beneficiary, with such coverage limits as are determined in the reasonable discretion of the Board of Directors of the Company.

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        14.    Change in Control.    Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as hereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):

        (a)  If the termination occurs within twelve months after a Change of Control, Company shall continue to pay Employee's Salary through the twelfth (12^th) full month following the effective date of termination. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change in Control.

        (b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company, except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of a Change in Control, for 12 months thereafter; provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk.

        (c)  Employee's payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from the date hereof and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment.

        (d)  The specific arrangements referred to above are not intended to exclude Employee's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board of Directors of the Company from time to time, or as a result of the Change of Control.

        (e)  This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

        (f)    For the purpose of this Agreement, a "Change of Control" shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of the Company.

        15.    Gross Up Payments    If the payment provided under this Agreement (the "Contract Payment") is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), Company shall pay Employee on or before the fifth day following the date of termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Contract Payment and such other Total Payments (as defined below) and any federal and state and local income tax and Excise Tax upon the payment provided for by this Section, shall be equal to the Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax

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and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change of Control of Company or Employee's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company, its successors, any person whose actions result in a Change of Control of Company or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change of Control, will become affiliated) with Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Company and acceptable to Employee, whose acceptance shall not be unreasonably withheld, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code either in their entirety or in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Employee if such repayment results in a reduction in Excise Tax and/or a federal state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

        16.    Survivability.    The provisions of Sections 10, 11 and 12 of this Agreement shall survive its termination.

        17.    Section Titles.    The titles of the Sections of this Agreement are for convenience only and shall not affect the interpretation of any Section hereof.

        18.    Waiver.    A waiver by either party hereto of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto.

        19.    Severability.    The rights and restrictions in this Agreement may be exercised and are applicable only to the extent that they do not violate applicable laws, and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If

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any provision of this Agreement shall be deemed to be invalid or unenforceable, then that provision shall be modified to make it enforceable to the maximum extent possible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

        20.    Assignment.    This Agreement requires the personal services of Employee only, and Employee shall not be entitled to assign any portion of his duties or obligations hereunder.

        21.    Notices.    For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:	C. Paul Deltete 105 Warren Avenue Baltimore, MD 21230
If to Company:	Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046

        22.    Governing Law.    This Agreement has been made and executed in the State of Maryland and shall be governed by the laws of Maryland applicable to contracts fully to be performed therein.

        23.    Waiver of Jury Trial.    THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

        24.    Entire Agreement.    This Agreement constitutes the entire agreement of the parties and supersedes any and all previous agreements between the Parties, including the Employment Agreement between Company and Employee dated January 17, 1996 (the "Prior Agreement"). Upon the execution by the parties of this Agreement, the Prior Agreement shall be terminated and of no further force and effect. This Agreement may not be modified orally, but only by an agreement in writing supplied by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

        25.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall deemed to be an original but all of which together will constitute one and the same instrument.

        26.    Miscellaneous.    The parties agree to execute all other such documents as may be required to effectuate or more readily carry out the provisions hereof.

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        IN WITNESS WHEREOF, Employee and Company have executed this Agreement.

COMPANY:	EMPLOYEE:
DURATEK, INC.	C. Paul Deltete
By: /s/  ROBERT E. PRINCE	/s/  C. PAUL DELTETE
Name: Robert E. Prince
Title: President/CEO	Date: 6/15/02
Date: 6/6/02

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EX-10.18

Exhibit 10.18

EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement (this "Agreement") is made effective June 3, 2002, by and between Duratek, Inc., a Delaware corporation having its principal place of business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter, "Company"), and Regan E. Voit (hereinafter, "Employee").

RECITALS

WHEREFORE, Company desires to employ Employee as Senior Vice President, subject to the terms and provisions of this Agreement, and Employee desires such employment with Company, subject to the terms and provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

        1.    Term.    Unless earlier terminated as provided herein, Company hereby agrees to employ Employee and Employee hereby accepts such employment for a two year period commencing June 3, 2002 and ending on June 3, 2004, upon the terms and conditions hereinafter set forth. Commencing on June 3, 2004 and each June 3^rd thereafter, the Term shall automatically be extended for one additional year, unless this Agreement has been previously terminated pursuant to Section 8 of this Agreement or, not later than the December 1st immediately preceding such June 3rd anniversary, Company or Employee shall have given written notice to the other that it does not wish to extend this Agreement. For the purposes of this Agreement, the term as defined in this Section, including any extension thereof, shall be the "Term."

        2.    Duties.    During the Term, Employee shall serve as Senior Vice President (hereinafter, "Senior Vice President" of Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Chief Executive Officer of Company (hereinafter, the "CEO"). Employee shall have the powers and authority consistent with such responsibilities, duties, and authority. Employee shall devote substantially all his working time, attention, knowledge, and skills faithfully, diligently, and to the best of his ability, in furtherance of the business and activities of Company. During the Term, Employee shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of Company and from engaging in any activity which is or may be competitive with the activities of Company. The principal place of performance by Employee of his duties hereunder shall be Company's principal executive offices in Columbia, South Carolina or such other location as agreed to by Employee and Company, although Employee may be required to travel outside of the area where Company's principal executive offices are located in connection with the business of Company, to an extent substantially consistent with Employee's present business travel obligations. Nothing in this Section shall preclude Employee from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with Employee's performance under this Agreement.

        3.    Salary.    In consideration for the services to be rendered by Employee hereunder and for all rights and covenants granted herein, Company shall pay to Employee a gross salary in the amount of $185,806.00 per year (hereinafter, the "Salary") commencing July 8, 2002. This Salary shall be paid in equal monthly or bi-weekly installments, in accordance with the customary payroll practices of Company and subject to such deductions as are required by law and applicable regulations. This salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company. From the date hereof until July 8, 2002, Employee shall continue to be paid at this current salary.

        4.    Cash Bonus.    Employee will continue to be eligible to receive cash bonuses pursuant to the Company's Executive Compensation Plan (the "Executive Compensation Plan"); provided, however, that Company may not reduce Employee's target bonus amount (represented as a percentage of base salary) from that in effect as of the date hereof or as may be increased from time to time. In the event that Company amends or terminates the Executive Compensation Plan, Company shall provide Employee with an annual cash bonus program that will provide him with an opportunity to realize an annual cash bonus which is not less than the target bonus amount (represented as a percentage of base salary) that exists under the Executive Compensation Plan at the time it is amended or terminated, which opportunity shall be reasonably comparable to Employee's opportunity under the Executive Compensation Plan as of the date hereof.

        5.    Equity Incentive Plan.    Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

        6.    Employee Benefits.    Employee shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite made available by Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, arrangements and perquisites. Nothing paid to Employee under any plan, arrangement or perquisite presently in effect or made available in the future shall be deemed to be in lieu of the salary and bonus payable to Employee pursuant to Sections 3, 4, and 5 hereof. Any payments or benefits payable to Employee hereunder in respect of any year during which Employee is employed by Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be prorated in accordance with the number of days in such year during which he is so employed.

        7.    Vacations.    Employee shall be entitled to five weeks' vacation (personal time benefit) in each calendar year, or such greater amount of vacation as may be determined in accordance with Company's vacation policy as in effect on the date hereof. Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

        8.    Termination.    Notwithstanding the provisions of Section 1 hereof, Employee's employment with Company may be earlier terminated by either party at any time, subject to the following restrictions (except that termination due to death or disability of Employee shall be governed by Section 9 below):

        (a)  at any time during the Term, Company may terminate this Agreement for Cause upon written notice to Employee. For purposes hereof, "Cause" shall be defined as: (i) Employee's willful material misconduct or neglect in the performance of his duties as determined by the CEO; (ii) Employee's conviction by a court of competent jurisdiction of any felony, offense punishable by imprisonment in a state or federal penitentiary, or any offense, civil or criminal, involving fraud, moral turpitude or immoral conduct; (iii) Employee's use of illegal drugs or abusive use of prescription drugs as determined by a licensed physician or physicians designated by Company to examine Employee; or (iv) Employee's willful material breach of this Agreement as determined by the CEO, which breach is not cured within thirty (30) days after Employee's receipt of written notice from Company specifying such breach and demanding a cure thereof;

        (b)  at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for "Good Reason." For the purposes of this Agreement, "Good Reason" shall mean (i) Company's failure to perform or observe any of the material terms

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or provisions of this Agreement and continued failure of Company to cure such default within thirty (30) days after written demand for performance has been given to Company by Employee, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions, (ii) a material reduction in the scope of Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction; (iii) Company's assignment to Employee of duties which are inconsistent with Employee's position as Senior Vice President; (iv) a reduction by Company in Employee's base salary or in any other benefits made available to other senior executives of Company; or (v) Employee's relocation to a facility or a location more than fifty (50) miles from the then present location without Employee's prior written consent, and in each case the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee;

        (c)  at any time during the Term and upon six (6) months prior written notice to Employee, Company may terminate this Agreement for any reason other than Cause, and at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for any reason other than Good Reason;

        (d)  upon termination of this Agreement by Company for Cause or by Employee for any reason other than Good Reason, Employee shall be entitled only to his Salary up to the date of the termination of this Agreement, and Company shall have no further obligation or duties to Employee, and Employee shall have no further obligation or duties to Company except as provided in Sections 10, 11, and 12;

        (e)  upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall continue to pay Employee's Salary and provide Employee with benefits comparable to those Employee received pursuant to Sections 6 and 7, immediately prior to the effective date of termination through the twelfth full month following the effective date of termination (hereinafter, the "Severance Period"), and Employee shall have no further obligations or duties to Company, except as provided in Sections 10, 11, and 12. Company shall have no further obligation or duties to Employee other than as set forth in this Section 8(e). Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        9.    Disability and Death.    (a) If during the Term Employee shall become unable to perform his duties or carry out his responsibilities by reason of illness or injury, Company shall continue to pay or provide to Employee Salary continuation under the terms of the disability insurance coverage for officers of Company. If, however, the disability continues for an uninterrupted period exceeding six calendar months, Company, at its election, may terminate this Agreement with no further obligations by Company. Employee shall be entitled to any benefit for which Employee qualifies under any long-term disability plan of Company. The inability of Employee to perform his duties and carry out his responsibility because of illness or injury shall be determined by a qualified physician or physicians designated by Company to examine Employee. To the extent physically and mentally capable, Employee shall furnish information and assistance to Company and shall be available to Company to undertake reasonable assignments consistent with the dignity, importance, and scope of Employee's prior position and current physical and mental health.

        (b)  If during the Term Employee shall die, this Agreement shall terminate automatically. In this event, Company shall pay to Employee's estate or to his beneficiaries, Employee's Salary up to the date of death. Company shall have no further obligation or duties to Employee's estate or to his beneficiaries.

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        10.    Restrictive Covenants.

        (a)    Confidentiality.    During the Term and continuing subsequent to any termination or expiration of this Agreement, Employee shall maintain Information, as defined in Section 10(a)(i) below, as secret and confidential unless Employee is required to disclose Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. Employee shall use Information solely for the purpose of carrying out those duties assigned him as an employee of Company and not otherwise. The disclosure of Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret or any right of ownership or right to use the information whatsoever.

          (i)  For the purposes of this Section 10, "Information" shall mean information related to Company's business. Such information shall include, but shall not be limited to: (w) any financial, business, planning, operations, services, potential services, products, potential products, technical information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, supplier, or other information of Company; (x) any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents of Company; (y) any confidential information or trade secrets of any third party provided to Company in confidence or subject to other use or disclosure restrictions or limitations; and (z) any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future developments, and whether accessed prior to Employee's tenure with Company or to be accessed during his future employment or association with Company, which pertains to Company's affairs or interests or with whom or how Company does business. Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by Employee.

        (ii)  Employee shall promptly notify Company if he has reason to believe that the unauthorized use, possession, or disclosure of any Information has occurred or may occur.

        (iii)  All physical items containing Information, including, without limitation, the business plan, know-how, collection methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters, notes, any computer media, customer lists and all other information and materials of Company's business and operations, shall remain the exclusive and confidential property of Company and shall be returned, along with any copies or notes of Employee made thereof or therefrom, to Company when Employee ceases his employment with Company.

        (b)    Non-Competition.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, shall Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company), or otherwise, any business or activity competing with Company or its affiliates within the United States; (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of Company; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company within the United States. Employee acknowledges that he will provide unique services to Company and that this covenant has unique, substantial, and immeasurable value to Company.

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        (c)    Non-solicitation or hiring of employees.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, will Employee act in any way with the purpose or effect of (i) hiring any of the employees of Company, its divisions or subsidiaries or (ii) soliciting, recruiting or encouraging, directly or indirectly, any of Company's employees to leave the employ of Company, its divisions or its subsidiaries.

        11.    Discoveries, Inventions, Trade Secrets, Trade Names, Copyrights, and Patents.    As part of the rights granted herein to Company, Employee agrees that all right, title and interest of any kind and nature whatsoever in and to any inventions, product, know-how, trade secrets, patents, trademarks, methods, procedures, copyrights, seminars, discoveries, improvements, ideas, creations, and other technical properties, whether or not patentable or subject to rights of copyright and/or trademark, which are conceived or made by Employee during the Term, and which are related to any of the business and/or activities of Company and any other lines of business which Company subsequently pursues in any form to include but not be limited to a strategic plan, research, feasibility studies, development, manufacturing, and customer contact (including but not limited to intellectual property, know-how, trade secrets, and patents in process or granted) or the performance by Employee of his services hereunder, shall be and become the sole and exclusive property of Company for all purposes. Employee shall promptly disclose to Company any such conception or other work product of the type as is generally described in the immediately preceding sentence. Employee agrees to execute any and all applications, assignments and other written instruments that Company may deem necessary and appropriate to confirm the title and interest of Company therein and thereto. The obligations of Employee under this Section 11 shall be binding upon his assignees, employers, other corporate or research affiliates, executors, administrators and heirs. The grant, transfer and assignment to Company by Employee of rights to intellectual properties shall remain effective for such periods of time as applicable law may permit with respect to the ownership of any such intellectual property or materials.

        12.    Enforcement.    Employee understands and agrees that he will provide unique services to Company and that the restrictions contained in Sections 10 and 11 of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests, trade secrets, and good will of Company, and are a material inducement to Company to enter into this Agreement, and that any breach or threatened breach of the restrictions stated in Sections 10 and 11 would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees and consents to the issuance of injunctive relief in favor of Company by any court of competent jurisdiction, where, in Company's sole discretion, Company has acted upon reasonable information concerning a breach or potential breach of this Agreement, to enjoin the breach of any of the covenants of Employee contained in Sections 10 and 11 of this Agreement. Nothing contained in this Section shall invalidate or waive any other rights or remedies which Company may have at law or in equity.

        13.    Indemnification; Directors' and Officers' Insurance.

        (a)  While Employee is employed by Company pursuant to this Agreement, Company covenants that it will not repeal or modify any right to indemnification or limitation of liability under Company's Amended and Restated Certificate of Incorporation, By-Laws, or otherwise so as to adversely affect any right or protection of a director or officer of Company existing at the time of such repeal or modification.

        (b)  Company agrees to provide to Employee and keep current at all times during Employee's employment, at its expense, director's and officer's liability insurance, with Employee named as the beneficiary, with such coverage limits as are determined in the reasonable discretion of the Board of Directors of the Company.

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        14.    Change in Control.    Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as hereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):

        (a)  If the termination occurs within twelve months after a Change of Control, Company shall continue to pay Employee's Salary through the twelfth (12^th) full month following the effective date of termination. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change in Control.

        (b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company, except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of a Change in Control, for 12 months thereafter; provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk.

        (c)  Employee's payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from the date hereof and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment.

        (d)  The specific arrangements referred to above are not intended to exclude Employee's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board of Directors of the Company from time to time, or as a result of the Change of Control.

        (e)  This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

        (f)    For the purpose of this Agreement, a "Change of Control" shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of the Company.

        15.    Gross Up Payments    If the payment provided under this Agreement (the "Contract Payment") is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), Company shall pay Employee on or before the fifth day following the date of termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Contract Payment and such other Total Payments (as defined below) and any federal and state and local income tax and Excise Tax upon the payment provided for by this Section, shall be equal to the Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax

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and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change of Control of Company or Employee's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company, its successors, any person whose actions result in a Change of Control of Company or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change of Control, will become affiliated) with Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Company and acceptable to Employee, whose acceptance shall not be unreasonably withheld, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code either in their entirety or in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Employee if such repayment results in a reduction in Excise Tax and/or a federal state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

        16.    Survivability.    The provisions of Sections 10, 11 and 12 of this Agreement shall survive its termination.

        17.    Section Titles.    The titles of the Sections of this Agreement are for convenience only and shall not affect the interpretation of any Section hereof.

        18.    Waiver.    A waiver by either party hereto of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto.

        19.    Severability.    The rights and restrictions in this Agreement may be exercised and are applicable only to the extent that they do not violate applicable laws, and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If

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any provision of this Agreement shall be deemed to be invalid or unenforceable, then that provision shall be modified to make it enforceable to the maximum extent possible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

        20.    Assignment.    This Agreement requires the personal services of Employee only, and Employee shall not be entitled to assign any portion of his duties or obligations hereunder.

        21.    Notices.    For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:	Regan E. Voit 186 Barnacle Circle Lexington, SC 29072
If to Company:	Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046

        22.    Governing Law.    This Agreement has been made and executed in the State of Maryland and shall be governed by the laws of Maryland applicable to contracts fully to be performed therein.

        23.    Waiver of Jury Trial.    THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

        24.    Entire Agreement.    This Agreement constitutes the entire agreement of the parties and supersedes any and all previous agreements between the Parties, including the Employment Agreement between Company and Employee dated June 8, 2000 (the "Prior Agreement"). Upon the execution by the parties of this Agreement, the Prior Agreement shall be terminated and of no further force and effect. This Agreement may not be modified orally, but only by an agreement in writing supplied by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

        25.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall deemed to be an original but all of which together will constitute one and the same instrument.

        26.    Miscellaneous.    The parties agree to execute all other such documents as may be required to effectuate or more readily carry out the provisions hereof.

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        IN WITNESS WHEREOF, Employee and Company have executed this Agreement.

COMPANY:	EMPLOYEE:
DURATEK, INC.	Regan E. Voit
By: /s/  ROBERT E. PRINCE	/s/  REGAN E. VOIT
Name: Robert E. Prince
Title: President and CEO	Date: 6/12/02
Date: 6/6/02

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EX-10.19

Exhibit 10.19

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of June 8, 2000, is entered into by and between Waste Management Federal Services, Inc., a Delaware corporation, (the "Employer") and Thomas Dabrowski (the "Employee").

RECITALS

        A.    Employer desires to employ Employee as President of Employer on the terms and conditions set forth herein;

        B.    Employee desires to be employed by Employer in such capacity on such terms and conditions; and

        C.    As of the date of this Agreement, Employer is a wholly-owned subsidiary of GTS Duratek, Inc., a Delaware corporation ("GTS Duratek")

AGREEMENT

        In consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

        1.    Employment Term.

        (a)  Employer agrees to employ Employee on the terms and conditions set forth herein for a term commencing on the date hereof and ending on the second anniversary of the date hereof (the "Term"), unless such Term is terminated prior thereto in accordance with Section 4 of this Agreement. Employee hereby accepts such employment for the Term.

        (b)  In the event that neither Employer nor Employee has notified the other that such party does not wish to extend this Agreement (a "Notice of Non-Extension") prior to six (6) months before the Term hereunder would otherwise expire, then the Term of this Agreement shall automatically extend, on a day-by-day basis, to the date which is six (6) months after the date on which a Notice of Non-Extension is first given, unless the Term is terminated prior thereto in accordance with Section 4 of this Agreement.

        2.    Duties.

        During the Term of this Agreement:

        (a)  Employee shall hold the office of President of Employer or such other position of comparable or higher authority and responsibility within Employer or any of its affiliated entities as shall be mutually agreeable. Such services shall be provided at the Employer's office located in Lakewood, Colorado or such other location of the Employer's office as Employer shall reasonably designate, although Employee shall travel as reasonably necessary to perform his duties. Employee shall have the powers and authority customarily associated with such position. Employee shall assume such other responsibilities consistent with his position as President of Employer, as may be assigned to him from time to time by the President and Chief Executive Officer of GTS Duratek or another executive officer designated by the President and Chief Executive Officer of GTS Duratek.

        (b)  Employee shall devote his best efforts and full working time to the business and affairs of the Employer, except that Employee shall be allowed reasonable vacations and reasonable leaves of absence, due to illness or incapacity that does not constitute a Long-Term Disability (as hereinafter defined), in accordance with the established policies of the Employer. Nothing in this Agreement shall preclude Employee from engaging in charitable, professional, and community

activities, in each case so long as such activities do not interfere with, conflict, or impair the proper performance of Employee's duties hereunder or Employer's business or reputation.

        (c)  Employee shall not receive compensation, other than honoraria, for services rendered to any Person other than the Employer during the Term of this Agreement. As used herein, the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and other entities, governments, agencies, and political subdivisions.

        3.    Compensation.

        As compensation for Employee's services, Employer hereby agrees to pay Employee, and Employee agrees to accept, the following compensation:

        (a)  Employer shall pay to Employee an initial base salary equal to two hundred fifty thousand dollars ($250,000) per annum (payable in monthly, semi-monthly or bi-weekly installments, in accordance with GTS Duratek's payroll policies). Such salary may be adjusted from time to time at the discretion of the President and Chief Executive Officer of GTS Duratek, subject to the GTS Duratek's compensation guidelines (the "Compensation Guidelines") as may be in effect from time to time.

        (b)  The President and Chief Executive Officer of GTS Duratek shall consider in good faith the amount of bonus, if any, subject to the Compensation Guidelines and the Management Incentive Program ("MIP") then in effect, which Employee should receive with respect to any period of employment hereunder. Such bonuses, if any, shall be determined with reference to the performance of Employee hereunder and the performance and results of operations of Employer and GTS Duratek during the relevant period. Subject to the Employer's right to terminate or modify the MIP, in determining the amount of bonus under such program, if any, the President and Chief Executive Officer of GTS Duratek shall apply the following weights: 70% for Employer, 20% for GTS Duratek and 10% for personal objectives. The parties acknowledge that the President and Chief Executive Officer of GTS Duratek may determine in good faith that, based on the foregoing factors, no bonus should be paid to Employee with respect to any employment period.

        (c)  Upon submission of proper documentation, Employee shall be allowed reimbursement for expenses for travel in connection with Employer's business, and shall be entitled to paid vacation and to holidays in accordance with the policies of Employer. Employee shall also be entitled to such additional benefits as Employer may establish for its executives from time to time on a basis no less favorable than the benefits provided to any other executive of Employer.

        4.    Termination.

        This Agreement, and Employee's employment with Employer, shall be terminable as follows:

        (a)  Termination of Employment by Employer:

        (1)  Employer may terminate this Agreement upon two (2) weeks notice to Employee in the event of the "Long Term Disability" of Employee. A "Long-Term Disability" shall be deemed to have occurred when, due to a "Disability," as such term is defined in GTS Duratek's group disability insurance policy number L652259 effective January 1, 1992 or any successor policy thereto, Employee (i) shall have been unable or shall have failed to perform the essential functions of his position, with or without reasonable accommodation, and (ii) is presently suffering from a "Disability," as determined in the judgment of the Board of Directors of GTS Duratek, exercised in good faith and based on competent medical advice.

        (2)  This Agreement shall terminate automatically upon Employee's death.

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        (3)  Employer may terminate or give Notice of Non-Extension of this Agreement for "Cause" immediately upon notice to Employee. As used herein, "Cause" shall mean (i) Employee's fraud, theft, embezzlement or commission of any felony or other crime involving moral turpitude, (ii) Employee's use of illicit drugs, or (iii) the willful failure or refusal of Employee to perform any material obligation under this Agreement or to carry out the reasonable directives of the President and Chief Executive Officer of GTS Duratek, or the repeated willful or materially negligent failure to perform the Employee's duties as determined by the President and Chief Executive Officer of GTS Duratek in good faith, and the failure of Employee to cure the same to the satisfaction of Employer within a period of thirty (30) days following notice thereof from Employer, if, in the opinion of Employer, cure is possible.

        (4)  Employer may terminate or give Notice of Non-Extension of this Agreement without "Cause," for any reason or no reason at all, upon six (6) months prior notice to Employee.

        (b)  Termination of Employment by Employee:

        (1)  Employee may terminate or give Notice of Non-Extension of this Agreement with "Justification" upon six (6) months notice to Employer. As used herein, "Justification" shall mean (i) a substantial, adverse change in the nature or scope of Employee's responsibilities and authority which amounts to the functional equivalent of a demotion, (ii) the willful failure or refusal of Employer to perform any material obligation under this Agreement, and in each such case the failure of Employer to cure the same within a period of thirty (30) days following notice thereof from Employee or (iii) the relocation of Employee's primary place of business to a location more than 100 miles from the current office in Lakewood, Colorado.

        (2)  Employee may terminate or give Notice of Non-Extension of this Agreement, without "Justification," at any time following the first anniversary of this Agreement, upon six (6) months prior notice to Employer.

        5.    Effect of Termination.

        (a)  If Employee's employment is terminated pursuant to Section 4(a)(4) or Section 4(b)(1):

        (1)  Employer shall pay to Employee all compensation, at the rate then in effect, through Employee's last day of employment with Employer (the "Termination Date").

        (2)  Employer shall continue to pay, pro rata on a bi-weekly basis, to Employee (in lieu of any other severance, termination or similar payments, and in full discharge of Employer's responsibilities under this Agreement with respect to the Termination Date) Employee's base salary (at the level in effect as of the Termination Date) and provide medical and dental benefits substantially similar to the benefits being provided, if any, at the Termination Date (the "Severance Benefit") for a period of eighteen (18) months following the Termination Date. The medical and dental benefits referred to herein will be continued for such 18 month period under COBRA and the Employer agrees to contribute the applicable premiums on terms equal to those that existed immediately prior to the Termination Date. In the event that Employee discontinues COBRA coverage for such medical and dental benefits at any time, Employer shall have no further premium payment obligations hereunder.

        (3)  Employee shall be subject to the provisions of Section 7 for a period of two (2) years from the Termination Date.

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        (b)  If Employee's employment is terminated pursuant to Section 4(a)(1), Section 4(a)(2), Section 4(a)(3) or Section 4(b)(2):

        (1)  Employer shall pay to Employee all compensation, at the rate then in effect, through the Termination Date.

        (2)  Employee shall not be entitled to any Severance Benefit, but, in the case of a termination under Section 4(a)(1), shall be entitled to any benefit for which the Employee qualifies under any short-term or long-term disability plan of Employer.

        (3)  Employee shall be subject to the provisions of Section 7 for a period of two (2) years from the Termination Date in the case of a termination pursuant to Section 4(a)(3) or Section 4(b)(2), and for a period, not to exceed two (2) years, during which disability benefits are being paid to Employee under any short-term or long-term disability plan of Employee in the case of a termination pursuant to Section 4(a)(1).

        (c)  The sole liability of Employer upon a termination of Employee's employment shall be to pay the amounts expressly provided for above in this Agreement as being due and owing upon such termination, and to comply with Employer's obligations to Employee (if any) pursuant to any other written agreements between Employee and Employer or pursuant to any employee benefit plan. Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        6.    Records and Confidential Data.

        All memoranda, notices, files, records and other materials made or compiled by Employee during the period of his employment in the ordinary course of business, or made available to him concerning the business of Employer shall be Employer's property and shall be delivered to Employer at its request therefor or automatically upon the termination of this Agreement. Employee shall not at any time during or after the term hereof use for himself or others, or divulge to others any trade secret or confidential or proprietary business information, knowledge or data of Employer obtained by him as a result of his employment unless authorized in writing by Employer or required by law.

        7.    Non-competition/Non-Interference.

        Employee agrees that, for the period specified in the applicable subsection of Section 5 and Section 8(b), if applicable, Employee will not directly or indirectly (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company) or otherwise, any Competing Business in any state of the United States or comparable region outside the United States in which Employer or any of its affiliates then conducts business; or (ii) induce or take any action with the purpose or effect of causing any employee of Employer or its affiliates to terminate his or her employment with Employer or any of its affiliates or to become employed by any Competing Business. As used herein, "Competing Business" shall mean any business engaged in the treatment, remediation, transportation, processing, disposal, or burial of radioactive, hazardous, mixed and other wastes, or which provides technical support services that include, but are not limited to, site decontamination and decommissioning, waste management services, radiological engineering services, staff augmentation and outage support, instrumentation services, environmental and computer consulting and environmental health and safety training. To the extent the Employee will be employed by or perform activities on behalf of a division or subsidiary of a Competing Business, which division or subsidiary does not itself compete with the Employer, and he can demonstrate to the Employer's reasonable satisfaction that such employment or provision of services will not have an adverse competitive effect on the Employer,

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such employment or provision of services shall not be prohibited hereunder. The parties acknowledge and agree that the restrictions of this Section 7, Section 5(a)(3) , Section 5(b)(3) and Section 8(b) hereof have been carefully negotiated at arm's length and are believed by the parties to be reasonable and necessary to protect Employer's legitimate business interests. In the event that, notwithstanding the foregoing, any provision set forth in this Section 7, or the time period set forth in Section 5(a)(3), Section 5(b)(3) or Section 8(b) hereof, shall be determined by any competent court or tribunal to be unenforceable or invalid for any reason, the parties agree that this Section 7 and the time periods set forth in Section 5(a)(3), Section 5(b)(3) and Section 8(b) shall be modified to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. The parties further agree that Employer will be entitled (without posting bond or other security) to injunctive or other equitable relief, as deemed appropriate by any such court or tribunal, to prevent a breach of Employee's obligations set forth in this Section 7.

        8.    Services Upon Completion of Term.

        (a)  On the last day of the initial Term, assuming that either the Employer or the Employee has provided the other a Notice of Non-Extension and, provided Employee has met, on a cumulative basis, the budgeted earnings before interest and taxes ("EBIT") for Employer and all personal performance goals as set by the President and Chief Executive Officer of GTS Duratek, Employer agrees to retain Employee to provide Employer with consulting services and Employee agrees to provide such consulting services to Employee for a period of two (2) years from the end of the initial Term hereof, subject to a consulting agreement reasonably acceptable to Employer and Employee. During the first six (6) months of such services, Employee shall provide to Employer up to thirty (30) hours of services per week. For the remaining eighteen (18) months of such services, Employee shall provide to Employer up to seventeen (17) hours of services per week. In return for such services, Employer shall pay to Employee the sum of one hundred twenty-five thousand dollars ($125,000) per annum, payable pro rata on a bi-weekly basis, and shall provide to Employee medical and dental benefits, on substantially similar terms to the medical and dental benefits provided, if any, at the end of the initial Term hereof, while Employee provides such services to Employer. During the latter 18 months of the two year term contemplated by this Section 8(a), the medical and dental benefits referred to herein will be continued for such 18 month period under COBRA and the Employer agrees to contribute the applicable premiums on terms equal to those that existed immediately prior to the termination of the Employee's employment with the Employer. In the event that Employee discontinues COBRA coverage for such medical and dental benefits at any time, Employer shall have no further premium payment obligations hereunder.

        (b)  Employee shall be subject to the provisions of Section 7 for a period of two (2) years from the end of the initial Term hereof.

        9.    Complete Agreement.

        This Agreement contains the complete agreement and understanding concerning the subject matter hereof and shall supersede all other agreements, understandings or commitments between the parties as to such subject matter. The parties stipulate that neither of them has made any representations concerning the subject matter hereof except such representations as are specifically set forth herein.

        10.    Indemnification.

        The Employer covenants to indemnify and hold harmless Employee to the maximum extent that directors and officers are indemnified pursuant to the Employer's Certificate of Incorporation, By-Laws or otherwise and to such further extent, if any, as employees are permitted to be indemnified under

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Delaware law. During the Term, Employer will not repeal or modify any such right to indemnification or limitation of liability so as to adversely affect any such right or protection provided by Employer to Employee.

        11.    Assignment.

        The obligations and rights of each party hereunder shall not be assignable without the prior written consent of the other party; provided, however, that Employer may without the consent of Employee assign this Agreement to any successor owner of the Employer resulting from merger, consolidation or otherwise so long as such successor agrees in writing to assume Employer's obligations under this Agreement in a form and manner reasonably acceptable to Employee. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties' respective heirs, legal representatives, successors and assigns.

        12.    Notices.

        Except as otherwise expressly stated, all notices required to be given or which may be given under this Agreement shall be in writing and shall be deemed given when personally delivered or three (3) business days after having been mailed by certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Employer:

Waste Management Federal Services, Inc.
c/o GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, MD 21046
Attention: Corporate Secretary

If to Employee:

Thomas Dabrowski
[Street Address]
[City, State, Zip Code]

Either party may change the address to which such notices are to be addressed by notice thereof to the other party in the manner set forth above.

        13.    Waiver, Modification or Amendment.

        Except as otherwise provided for within this Agreement, no waiver, modification or amendment of any provision of this Agreement shall be effective, binding or enforceable unless in writing and signed by the party against which it is sought to be enforced.

        14.    Severability.

        If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then this Agreement shall be deemed to be modified to the minimum extent necessary to render it legal, valid and enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly.

        15.    Governing Law.

        The validity of this Agreement and of any of the terms or provisions as well as the rights and duties of the parties hereunder shall be governed by the laws of the State of Maryland, without reference to any conflict of law or choice of law principles in the State of Maryland that might apply the law of another jurisdiction.

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        16.    Arbitration.

        Any disputes between the parties relating to the terms of this Agreement, or the breach thereof, shall be submitted to binding arbitration in Washington, D.C., in accordance with the rules of the American Arbitration Association. In the event that either party desires to arbitrate any such dispute, such party shall so notify the other party and the parties shall endeavor in good faith, for a period of thirty (30) days, to resolve such dispute without arbitration. In the event that the parties cannot resolve the dispute within such thirty (30) day period, then within ten (10) days thereafter, the parties shall jointly designate an arbitrator to hear the dispute, or, if the parties are unable to jointly select an arbitrator, an arbitrator shall be chosen by the President of the American Arbitration Association from lists of candidates provided by each of the parties. The decision of the arbitrator shall be binding upon the parties. In the event that Employee prevails in such arbitration, Employer shall pay the expenses of Employee incurred in connection with such arbitration.

        Notwithstanding anything to the contrary in this Section, either party may seek injunctive relief from a court of competent jurisdiction, in the event that such party believes that injunctive relief is warranted by a breach or threatened breach of this Agreement by the other party.

        17.    Construction.

        Headings or captions of this Agreement are for reference only and are not to be construed in any way as part of this Agreement, nor in the interpretation of this Agreement. The masculine pronoun shall include the feminine and neuter, and vice versa, where the context so requires.

        18.    Counterparts.

        This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original and all or which together shall constitute but one and the same document.

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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EMPLOYER:		EMPLOYEE:
Waste Management Federal Services, Inc.		Thomas Dabrowski
By:	/s/  ROBERT F. SHAWVER     Name:  Robert F. Shawver Title:    Executive Vice President	/s/  THOMAS DABROWSKI

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EX-10.20

Exhibit 10.20

AMENDMENT TO EMPLOYMENT AGREEMENT

        THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of June 3, 2002, is entered into by and between Duratek Federal Services, Inc. (formerly known as Waste Management Federal Services, Inc.), a Delaware corporation (the "Employer"), and Thomas Dabrowski (the "Employee").

WITNESSETH:

        WHEREAS, the Employer and the Employee entered into an Employment Agreement dated June 8, 2000 ("the Employment Agreement"); and

        WHEREAS, the Employer and the Employee desire to amend certain portions of the Employment Agreement, on the terms and conditions hereinafter set forth;

        WHEREAS, as of the date of this Amendment, the Employer is a wholly-owned subsidiary of Duratek, Inc., a Delaware corporation ("Duratek").

        NOW, THEREFORE, the parties hereto agree as follows:

        1.    Section 8 of the Employment Agreement is replaced in its entirety with the following:

        "8.    Services Following Change in Control or Upon Notice.

        (a)  On the earlier of (i) the consummation of a Change in Control (as defined herein) of Duratek and (ii) ten (10) business days prior written notice by either party to the other (either (i) or (ii) shall be referred to as the "Trigger Date"), Employee will resign his title as President of Employer but will continue to provide services to the Employer as an employee pursuant to the terms of this Section 8.

        (b)  For a period of two (2) years from the Trigger Date (the "New Term"), Employer agrees to retain the Employee as an employee pursuant to the terms hereof and the Employee agrees to provide services to the Employer pursuant to the terms hereof.

        (c)  During the New Term, the Employee shall provide to the Employer up to 1000 hours of service per year. The Employee shall report to the President and Chief Executive Officer of Duratek and shall assume such responsibilities and shall perform such services as are assigned to him by the President and Chief Executive Officer of Duratek.

        (d)  In return for such services, the Employer shall pay to the Employee the sum of one hundred thirty thousand dollars ($130,000) per annum, payable pro rata on a bi-weekly basis, and shall provide to Employee medical and dental benefits, on substantially similar terms to the medical and dental benefits provided, if any, immediately prior to the Trigger Date, while the Employee provides such services to the Employer.

        (e)  Upon submission of proper documentation, the Employee shall be allowed reimbursement for expenses for travel in connection with the Employer's business.

        (f)    If the Employee's employment during the New Term is terminated by the Employer without Cause or by the Employee with Justification (except that clause (i) in the definition of Justification shall not be applicable during the New Term): (i) the Employer shall pay to the Employee the compensation, at the rate then in effect, through the Employee's last day of employment with the Employer (the "Termination Date"), and (ii) the Employer shall continue to pay, pro rata on a bi-weekly basis, to the Employee (in lieu of any other severance, termination or similar payments, and in full discharge of the Employer's responsibilities under this Agreement with respect to the Termination Date) the Employee's base salary (at the level in effect as of the Termination Date) and provide medical and dental

benefits substantially similar to the benefits being provided, if any, at the Termination Date (the "Severance Benefit") until the end of the New Term.

        (g)  If the Employee's employment during the New Term is terminated due to the Employee's death or Long-Term Disability, by the Employer for Cause or the Employee without Justification: (i) the Employer shall pay to the Employee the compensation, at the rate then in effect, through the Termination Date, and (ii) the Employee shall not be entitled to any Severance Benefit, but in the case of a termination due to the Employee's Long-Term Disability shall be entitled to any benefit for which the Employee qualifies under any short-term or long-term disability plan of the Employer.

        (h)  The Employee shall be subject to the provisions of Section 7 until the end of the New Term, whether or not he is employed by the Employer.

        (i)    The six (6) month notice periods provided in Sections 4(a)(4), 4(b)(1) and 4(b)(2) of the Employment Agreement shall not be applicable during the New Term.

        (j)    Notwithstanding any provision of the Employment Agreement to the contrary, during the New Term, Sections 1, 2, 3 and 5 of the Employment Agreement shall not be applicable, but all other Sections of the Employment Agreement shall remain in full force and effect, except as may be modified pursuant to this Amendment.

        (k)  For purposes hereof, the term "Change in Control" shall mean: a merger, consolidation or reorganization of Duratek with one or more other entities in which Duratek is not the surviving entity, a sale of substantially all of the assets of Duratek to another entity, or any transaction (including, without limitation, a merger or reorganization in which Duratek is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Duratek or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of Duratek.

        2.    Section 7 is hereby amended by changing the reference to "Section 8(b)" to "Section 8" whenever it shall appear.

        3.    Section 12 is hereby amended by changing the name and address of the Employer for notice purposes to the following:

Duratek Federal Services, Inc.
c/o Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
Attn: Corporate Secretary

        4.    All other provisions, terms and conditions of the Employment Agreement shall remain in full force and effect, except as modified hereby.

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first herein written.

EMPLOYER:	EMPLOYEE:
Duratek Federal Services, Inc.	Thomas Dabrowski
By: /s/  ROBERT E. PRINCE    Name: Robert E. Prince Title: Chairman	/s/  THOMAS DABROWSKI

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EX-10.21

Exhibit 10.21

EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement (this "Agreement") is made effective June 3, 2002, by and between Duratek, Inc., a Delaware corporation having its principal place of business at 10100 Old Columbia Road, Columbia, Maryland 21046 (hereinafter, "Company"), and Michael F. Johnson (hereinafter, "Employee").

RECITALS

WHEREFORE, Company desires to employ Employee as Senior Vice President, subject to the terms and provisions of this Agreement, and Employee desires such employment with Company, subject to the terms and provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

        1.    Term.    Unless earlier terminated as provided herein, Company hereby agrees to employ Employee and Employee hereby accepts such employment for a two year period commencing June 3, 2002 and ending on June 3, 2004, upon the terms and conditions hereinafter set forth. Commencing on June 3, 2004 and each June 3rd thereafter, the Term shall automatically be extended for one additional year, unless this Agreement has been previously terminated pursuant to Section 8 of this Agreement or, not later than the December 1st immediately preceding such June 3^rd anniversary, Company or Employee shall have given written notice to the other that it does not wish to extend this Agreement. For the purposes of this Agreement, the term as defined in this Section, including any extension thereof, shall be the "Term."

        2.    Duties.    During the Term, Employee shall serve as Senior Vice President (hereinafter, "Senior Vice President") of Company and shall report to, and have those duties, responsibilities, and authority assigned him from time to time by, the Chief Executive Officer of Company (hereinafter, the "CEO"). Employee shall have the powers and authority consistent with such responsibilities, duties, and authority. Employee shall devote substantially all his working time, attention, knowledge, and skills faithfully, diligently, and to the best of his ability, in furtherance of the business and activities of Company. During the Term, Employee shall refrain from engaging in any activity which is or may be contrary to the welfare, interests, or benefits of Company and from engaging in any activity which is or may be competitive with the activities of Company. The principal place of performance by Employee of his duties hereunder shall be Company's principal executive offices in Oak Ridge, Tennessee or such other location as agreed to by Employee and Company, although Employee may be required to travel outside of the area where Company's principal executive offices are located in connection with the business of Company, to an extent substantially consistent with Employee's present business travel obligations. Nothing in this Section shall preclude Employee from engaging in charitable, professional, and community activities, in each case as long as such activities do not interfere, conflict, or give the appearance of conflicting in any way with Employee's performance under this Agreement.

        3.    Salary.    In consideration for the services to be rendered by Employee hereunder and for all rights and covenants granted herein, Company shall pay to Employee a gross salary in the amount of $185,411 per year (hereinafter, the "Salary") commencing July 8, 2002. This Salary shall be paid in equal monthly or bi-weekly installments, in accordance with the customary payroll practices of Company and subject to such deductions as are required by law and applicable regulations. This salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company. From the date hereof until July 8, 2002, Employee shall continue to be paid at this current salary.

        4.    Cash Bonus.    Employee will continue to be eligible to receive cash bonuses pursuant to the Company's Executive Compensation Plan (the "Executive Compensation Plan"); provided, however, that Company may not reduce Employee's target bonus amount (represented as a percentage of base salary) from that in effect as of the date hereof or as may be increased from time to time. In the event that Company amends or terminates the Executive Compensation Plan, Company shall provide Employee with an annual cash bonus program that will provide him with an opportunity to realize an annual cash bonus which is not less than the target bonus amount (represented as a percentage of base salary) that exists under the Executive Compensation Plan at the time it is amended or terminated, which opportunity shall be reasonably comparable to Employee's opportunity under the Executive Compensation Plan as of the date hereof.

        5.    Equity Incentive Plan.    Employee will continue to be eligible to receive equity incentives pursuant to the Executive Compensation Plan. All awards pursuant to the Executive Compensation Plan shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or any similar plan, and any award agreement with respect to such award. The vesting, exercisability and termination provisions regarding such awards shall be subject to the terms and provisions of the 1999 Stock Option and Incentive Plan, or other similar plan pursuant to which the award was made, and the corresponding award agreement.

        6.    Employee Benefits.    Employee shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite made available by Company to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, arrangements and perquisites. Nothing paid to Employee under any plan, arrangement or perquisite presently in effect or made available in the future shall be deemed to be in lieu of the salary and bonus payable to Employee pursuant to Sections 3, 4, and 5 hereof. Any payments or benefits payable to Employee hereunder in respect of any year during which Employee is employed by Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be prorated in accordance with the number of days in such year during which he is so employed.

        7.    Vacations.    Employee shall be entitled to four weeks' vacation (personal time benefit) in each calendar year, or such greater amount of vacation as may be determined in accordance with Company's vacation policy as in effect on the date hereof. Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

        8.    Termination.    Notwithstanding the provisions of Section 1 hereof, Employee's employment with Company may be earlier terminated by either party at any time, subject to the following restrictions (except that termination due to death or disability of Employee shall be governed by Section 9 below):

        (a)  at any time during the Term, Company may terminate this Agreement for Cause upon written notice to Employee. For purposes hereof, "Cause" shall be defined as: (i) Employee's willful material misconduct or neglect in the performance of his duties as determined by the CEO; (ii) Employee's conviction by a court of competent jurisdiction of any felony, offense punishable by imprisonment in a state or federal penitentiary, or any offense, civil or criminal, involving fraud, moral turpitude or immoral conduct; (iii) Employee's use of illegal drugs or abusive use of prescription drugs as determined by a licensed physician or physicians designated by Company to examine Employee; or (iv) Employee's willful material breach of this Agreement as determined by the CEO, which breach is not cured within thirty (30) days after Employee's receipt of written notice from Company specifying such breach and demanding a cure thereof;

        (b)  at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for "Good Reason." For the purposes of this Agreement, "Good Reason" shall mean (i) Company's failure to perform or observe any of the material terms

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or provisions of this Agreement and continued failure of Company to cure such default within thirty (30) days after written demand for performance has been given to Company by Employee, which demand shall describe specifically the nature of such alleged failure to perform or observe such material terms or provisions, (ii) a material reduction in the scope of Employee's duties, authority, responsibilities or title as in effect immediately prior to such reduction; (iii) Company's assignment to Employee of duties which are inconsistent with Employee's position as Senior Vice President; (iv) a reduction by Company in Employee's base salary or in any other benefits made available to other senior executives of Company; or (v) Employee's relocation to a facility or a location more than fifty (50) miles from the then present location without Employee's prior written consent, and in each case the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee;

        (c)  at any time during the Term and upon six (6) months prior written notice to Employee, Company may terminate this Agreement for any reason other than Cause, and at any time during the Term and upon six (6) months prior written notice to Company, Employee may terminate this Agreement for any reason other than Good Reason;

        (d)  upon termination of this Agreement by Company for Cause or by Employee for any reason other than Good Reason, Employee shall be entitled only to his Salary up to the date of the termination of this Agreement, and Company shall have no further obligation or duties to Employee, and Employee shall have no further obligation or duties to Company except as provided in Sections 10, 11, and 12;

        (e)  upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall continue to pay Employee's Salary and provide Employee with benefits comparable to those Employee received pursuant to Sections 6 and 7, immediately prior to the effective date of termination through the twelfth full month following the effective date of termination (hereinafter, the "Severance Period"), and Employee shall have no further obligations or duties to Company, except as provided in Sections 10, 11, and 12. Company shall have no further obligation or duties to Employee other than as set forth in this Section 8(e). Employee's entitlement to amounts owing pursuant to this Agreement shall not be dependent upon Employee's efforts to "mitigate" loss or to find other employment, nor shall the amounts owing pursuant to this Agreement be subject to offset by compensation earned from a subsequent employer.

        9.    Disability and Death.    (a) If during the Term Employee shall become unable to perform his duties or carry out his responsibilities by reason of illness or injury, Company shall continue to pay or provide to Employee Salary continuation under the terms of the disability insurance coverage for officers of Company. If, however, the disability continues for an uninterrupted period exceeding six calendar months, Company, at its election, may terminate this Agreement with no further obligations by Company. Employee shall be entitled to any benefit for which Employee qualifies under any long-term disability plan of Company. The inability of Employee to perform his duties and carry out his responsibility because of illness or injury shall be determined by a qualified physician or physicians designated by Company to examine Employee. To the extent physically and mentally capable, Employee shall furnish information and assistance to Company and shall be available to Company to undertake reasonable assignments consistent with the dignity, importance, and scope of Employee's prior position and current physical and mental health.

        (b)  If during the Term Employee shall die, this Agreement shall terminate automatically. In this event, Company shall pay to Employee's estate or to his beneficiaries, Employee's Salary up to the date of death. Company shall have no further obligation or duties to Employee's estate or to his beneficiaries.

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        10.    Restrictive Covenants.

        (a)    Confidentiality.    During the Term and continuing subsequent to any termination or expiration of this Agreement, Employee shall maintain Information, as defined in Section 10(a)(i) below, as secret and confidential unless Employee is required to disclose Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. Employee shall use Information solely for the purpose of carrying out those duties assigned him as an employee of Company and not otherwise. The disclosure of Information to Employee shall not be construed as granting to Employee any license under any copyright, trade secret or any right of ownership or right to use the information whatsoever.

          (i)  For the purposes of this Section 10, "Information" shall mean information related to Company's business. Such information shall include, but shall not be limited to: (w) any financial, business, planning, operations, services, potential services, products, potential products, technical information, intellectual property, trade secrets and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, supplier, or other information of Company; (x) any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents of Company; (y) any confidential information or trade secrets of any third party provided to Company in confidence or subject to other use or disclosure restrictions or limitations; and (z) any other information, written, oral or electronic, whether existing now or at some time in the future, whether pertaining to current or future developments, and whether accessed prior to Employee's tenure with Company or to be accessed during his future employment or association with Company, which pertains to Company's affairs or interests or with whom or how Company does business. Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by Employee.

        (ii)  Employee shall promptly notify Company if he has reason to believe that the unauthorized use, possession, or disclosure of any Information has occurred or may occur.

        (iii)  All physical items containing Information, including, without limitation, the business plan, know-how, collection methods and procedures, advertising techniques, marketing plans and methods, sales techniques, documentation, contracts, reports, letters, notes, any computer media, customer lists and all other information and materials of Company's business and operations, shall remain the exclusive and confidential property of Company and shall be returned, along with any copies or notes of Employee made thereof or therefrom, to Company when Employee ceases his employment with Company.

        (b)    Non-Competition.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, shall Employee (i) develop, own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company), or otherwise, any business or activity competing with Company or its affiliates within the United States; (ii) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client or any supplier of Company; or (iii) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company within the United States. Employee acknowledges that he will provide unique services to Company and that this covenant has unique, substantial, and immeasurable value to Company.

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        (c)    Non-solicitation or hiring of employees.    Employee hereby covenants and agrees that at no time during Employee's employment with Company and for a period of one year immediately following termination of Employee's employment with Company, whether voluntary or involuntary, will Employee act in any way with the purpose or effect of (i) hiring any of the employees of Company, its divisions or subsidiaries or (ii) soliciting, recruiting or encouraging, directly or indirectly, any of Company's employees to leave the employ of Company, its divisions or its subsidiaries.

        11.    Discoveries, Inventions, Trade Secrets, Trade Names, Copyrights, and Patents.    As part of the rights granted herein to Company, Employee agrees that all right, title and interest of any kind and nature whatsoever in and to any inventions, product, know-how, trade secrets, patents, trademarks, methods, procedures, copyrights, seminars, discoveries, improvements, ideas, creations, and other technical properties, whether or not patentable or subject to rights of copyright and/or trademark, which are conceived or made by Employee during the Term, and which are related to any of the business and/or activities of Company and any other lines of business which Company subsequently pursues in any form to include but not be limited to a strategic plan, research, feasibility studies, development, manufacturing, and customer contact (including but not limited to intellectual property, know-how, trade secrets, and patents in process or granted) or the performance by Employee of his services hereunder, shall be and become the sole and exclusive property of Company for all purposes. Employee shall promptly disclose to Company any such conception or other work product of the type as is generally described in the immediately preceding sentence. Employee agrees to execute any and all applications, assignments and other written instruments that Company may deem necessary and appropriate to confirm the title and interest of Company therein and thereto. The obligations of Employee under this Section 11 shall be binding upon his assignees, employers, other corporate or research affiliates, executors, administrators and heirs. The grant, transfer and assignment to Company by Employee of rights to intellectual properties shall remain effective for such periods of time as applicable law may permit with respect to the ownership of any such intellectual property or materials.

        12.    Enforcement.    Employee understands and agrees that he will provide unique services to Company and that the restrictions contained in Sections 10 and 11 of this Agreement are reasonable, fair, and equitable in scope, terms, and duration, are necessary to protect the legitimate business interests, trade secrets, and good will of Company, and are a material inducement to Company to enter into this Agreement, and that any breach or threatened breach of the restrictions stated in Sections 10 and 11 would cause Company substantial and irreparable harm for which there is no adequate remedy at law. Therefore, Employee agrees and consents to the issuance of injunctive relief in favor of Company by any court of competent jurisdiction, where, in Company's sole discretion, Company has acted upon reasonable information concerning a breach or potential breach of this Agreement, to enjoin the breach of any of the covenants of Employee contained in Sections 10 and 11 of this Agreement. Nothing contained in this Section shall invalidate or waive any other rights or remedies which Company may have at law or in equity.

        13.    Indemnification; Directors' and Officers' Insurance.

        (a)  While Employee is employed by Company pursuant to this Agreement, Company covenants that it will not repeal or modify any right to indemnification or limitation of liability under Company's Amended and Restated Certificate of Incorporation, By-Laws, or otherwise so as to adversely affect any right or protection of a director or officer of Company existing at the time of such repeal or modification.

        (b)  Company agrees to provide to Employee and keep current at all times during Employee's employment, at its expense, director's and officer's liability insurance, with Employee named as the beneficiary, with such coverage limits as are determined in the reasonable discretion of the Board of Directors of the Company.

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        14.    Change in Control.    Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as hereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason):

        (a)  If the termination occurs within twelve months after a Change of Control, Company shall continue to pay Employee's Salary through the twelfth (12^th) full month following the effective date of termination. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change in Control.

        (b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company, except for the retirement plans or retirement programs in which Employee participates or any successor plans or programs in effect on the date of a Change in Control, for 12 months thereafter; provided, however, that if during such time period Employee should enter into the employment of a competitor of Company, participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to continue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk.

        (c)  Employee's payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from the date hereof and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment.

        (d)  The specific arrangements referred to above are not intended to exclude Employee's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Board of Directors of the Company from time to time, or as a result of the Change of Control.

        (e)  This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

        (f)    For the purpose of this Agreement, a "Change of Control" shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) other than The Carlyle Group and/or its affiliates, becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of the Company.

        15.    Gross Up Payments    If the payment provided under this Agreement (the "Contract Payment") is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), Company shall pay Employee on or before the fifth day following the date of termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Contract Payment and such other Total Payments (as defined below) and any federal and state and local income tax and Excise Tax upon the payment provided for by this Section, shall be equal to the Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax

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and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change of Control of Company or Employee's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company, its successors, any person whose actions result in a Change of Control of Company or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change of Control, will become affiliated) with Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Company and acceptable to Employee, whose acceptance shall not be unreasonably withheld, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code either in their entirety or in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of Sections 280G(b)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Employee if such repayment results in a reduction in Excise Tax and/or a federal state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(d) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee's employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess is finally determined.

        16.    Survivability.    The provisions of Sections 10, 11 and 12 of this Agreement shall survive its termination.

        17.    Section Titles.    The titles of the Sections of this Agreement are for convenience only and shall not affect the interpretation of any Section hereof.

        18.    Waiver.    A waiver by either party hereto of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party hereto.

        19.    Severability.    The rights and restrictions in this Agreement may be exercised and are applicable only to the extent that they do not violate applicable laws, and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid, or unenforceable. If

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any provision of this Agreement shall be deemed to be invalid or unenforceable, then that provision shall be modified to make it enforceable to the maximum extent possible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

        20.    Assignment.    This Agreement requires the personal services of Employee only, and Employee shall not be entitled to assign any portion of his duties or obligations hereunder.

        21.    Notices.    For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:	Michael F. Johnson 9606 Cedar Valley Way, #277 Knoxville, TN 37931
If to Company:	Duratek, Inc. 10100 Old Columbia Road Columbia, Maryland 21046

        22.    Governing Law.    This Agreement has been made and executed in the State of Maryland and shall be governed by the laws of Maryland applicable to contracts fully to be performed therein.

        23.    Waiver of Jury Trial.    THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE PARTIES HERETO REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

        24.    Entire Agreement.    This Agreement constitutes the entire agreement of the parties and supersedes any and all previous agreements between the Parties. This Agreement may not be modified orally, but only by an agreement in writing supplied by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

        25.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall deemed to be an original but all of which together will constitute one and the same instrument.

        26.    Miscellaneous.    The parties agree to execute all other such documents as may be required to effectuate or more readily carry out the provisions hereof.

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        IN WITNESS WHEREOF, Employee and Company have executed this Agreement.

COMPANY:	EMPLOYEE:
DURATEK, INC.	Michael F. Johnson
By: /s/  ROBERT E. PRINCE	/s/  MICHAEL F. JOHNSON
Name: Robert E. Prince
Title: President and CEO	Date: 6/7/02
Date: 6/6/02

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