8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 6, 2006

DURATEK, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-14292	22-2427618
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01.  Entry into a Material Definitive Agreement.

Employment Arrangements

On February 6, 2006 Duratek, Inc. (“Duratek” or the “Company”) entered into Amended and Restated Executive Employment Agreements with Robert E. Prince, President and Chief Executive Officer of Duratek, and Robert F. Shawver, Executive Vice President and Chief Financial Officer of Duratek.  In addition, on February 6, 2006, Duratek entered into an Executive Employment Agreement and a letter agreement with Admiral Joseph G. Henry, Executive Vice President and Chief Operating Officer of Duratek and into Severance Agreements with the following executive officers: William M. Bambarger, Jr., Corporate Controller and Chief Accounting Officer, Craig T. Bartlett, Vice President, Finance and Treasurer, and Diane L. Leviski, Senior Vice President, Human Resources.

Amended and Restated Executive Employment Agreements

The Amended and Restated Executive Employment Agreements (the “Amended Employment Agreements”) modify Mr. Prince’s and Mr. Shawver’s prior Executive Employment Agreements to increase the severance payment that each officer will receive in connection with the termination of his employment.  The Amended Employment Agreements provide that if the officer is terminated without cause by Duratek or terminates his employment for good reason, other than within twelve months after a change of control, each officer will be entitled to receive a lump sum payment equal to two times the sum of (i) his annual salary and (ii) the product of (x) his annual salary and (y) the highest bonus award percentage applicable to the officer during the three years preceding the year in which the termination takes place. “Good reason” in this context includes any termination by the officer of his employment following a change of control.  The Amended Employment Agreements also provide that Duratek will pay the officer the foregoing severence amount if a change of control occurs and the officer leaves the employment of the Company within twelve months of the change of control (subject to certain exceptions).  In addition, if Duratek gives the officer less than six months notice of termination (other than in the case of termination for cause), Duratek will pay the officer his salary for the remainder of the six month period.

Agreements with Admiral Joseph G. Henry

Adm. Henry’s Executive Employment Agreement provides him with an annual salary of approximately $291,000, as well as the opportunity to receive cash bonuses and equity incentive awards pursuant to Duratek’s Executive Compensation Plan.  Under his employment agreement, Adm. Henry also is entitled to employee benefits commensurate with those received by other executive officers.  The initial term of the Executive Employment Agreement is two years and automatically extends for additional one year terms unless either party provides notice of termination of the agreement at least six months prior to the end of the term of the agreement.

If Adm. Henry’s employment is terminated by Duratek without cause or by Adm. Henry for good reason, other than within twelve months after a change of control, Adm. Henry will be entitled to severance benefits consisting of twelve months salary and benefits continuation.  If Adm. Henry’s employment is terminated within twelve months of a change of control by Duratek (subject to certain exceptions), his Executive Employment Agreement provides that in additional to paying him the foregoing severance payments, if Duratek gives him less than six months notice of termination (other than in the case of termination for cause), Duratek will also pay his salary for the remainder of the six-month period.

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Duratek will make gross-up payments to Adm. Henry for all excise taxes imposed as a result of payments made to him under his Executive Employment Agreement.

The Executive Employment Agreement also contains covenants on the part of Adm. Henry not to compete with Duratek or solicit employees of Duratek or its affiliates for a period of one year following the termination of his employment, and to maintain the confidentiality of information related to Duratek’s business.

The letter agreement between Duratek and Adm. Henry (the “Letter Agreement”) provides that if Adm. Henry continues to be employed by Duratek three months following a change of control (or three months after the termination of the definitive agreement for the change of control if the change of control is not consummated), he will receive a retention bonus of $100,000 at the conclusion of the applicable three month period  (or earlier upon termination of his employment if he is terminated without cause or resigns for good reason).

Severance Agreements

The Severance Agreements for Messrs. Bambarger and Bartlett and Ms. Leviski provide for a severance payment to the officer in the event the officer is terminated within twenty-four months (twelve months in the case of Mr. Bartlett) of a change of control of Duratek.  The severance payment equals twelve months of the respective officer’s base salary.   Each officer also is entitled to continued employee benefits for a period of twelve months, subject to certain limitations.  Additionally, if Duratek gives the officer less than six months notice of termination (other than in the case of termination for cause), Duratek will also pay the officer his or her salary for the remainder of the six month period.

The Severance Agreements also provide that if the officer continues to be employed by Duratek three months following a change of control (or three months after the termination of the definitive agreement for the change of control if the change of control is not consummated), he or she will receive a retention bonus of $60,000 at the conclusion of the applicable three month period (or earlier upon termination of the officer’s employment if the officer is terminated without cause or resigns for good reason).

Each Severance Agreement also contains covenants on the part of the officer not to compete with Duratek or solicit employees of Duratek or its affiliates for a period of one year following the officer’s termination.

Exhibits

The foregoing descriptions of the Amended and Restated Executive Employment Agreements, Executive Employment Agreement, Letter Agreement and Severance Agreements do not purport to be complete and are qualified in their entirety by reference to the agreements, which are filed as Exhibits 10.1 through 10.7, and are incorporated into this report by reference.

Compensation Arrangements

On February 6, 2006, the Board of Directors of the Company, on the advice of its Compensation Committee and with the assistance of independent compensation consultants, took several actions with respect to the compensation of its executive officers. The Board accepted the advice of the Compensation Committee and its independent consultants to use its discretion under the 2005 incentive plan for executive officers and key leaders to determine the amount of the incentive awards relative to the plan’s performance criteria.  The Board also established an executive/key leader short-term incentive plan for 2006, as recommended by the Compensation Committee and its independent consultants, that established several levels of potential incentive compensation award; awards would be made based upon the Compensation Committee’s evaluation of management performance relative to goals for revenues, net income, and cash flow.

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Based on a study performed by its independent compensation consultants, the Board of Directors on February 6, 2006, adopted the compensation levels for 2006 for service as directors, committee chairs and members of the Audit Committee and, in the case of Adm. Demars, for service as non-Executive Chairman of the Board of Directors, payable in cash as follows:  Adm. Demars — $75,000; Mr. McGowan — $45,000; Mr. Bayer — $45,000; Adm. Watkins —$40,000; and Mr. Fohrer — $37,000.

Additional Information About The Merger

Duratek will file with the Securities and Exchange Commission a proxy statement and other documents regarding the proposed business combination referred to in the foregoing information.  Investors and security holders are urged to read the proxy statement when it becomes available because it will contain important information.  A definitive proxy statement will be sent to Duratek’s stockholders seeking their approval of the transaction.  Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Duratek with the Commission at the Commission’s website at www.sec.gov, or by directing a request to: Diane Brown, Corporate Secretary, Duratek Inc., 10100 Old Columbia Road, Columbia, Maryland 21146.

Participants in the Merger

Duratek and its directors and executive officers may be considered participants in the solicitation of proxies from Duratek’s stockholders in connection with the proposed transaction.  Information about the directors and executive officers of Duratek and their ownership of Duratek stock is set forth in the proxy statement for Duratek’s 2005 annual meeting of stockholders.  Investors may obtain additional information regarding the interests of such participants by reading the proxy statement when it becomes available.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

10.1	Amended and Restated Executive Employment Agreement dated as of February 6, 2006, between Duratek, Inc. and Robert E. Prince.
10.2	Amended and Restated Executive Employment Agreement dated as of February 6, 2006, between Duratek, Inc. and Robert F. Shawver.
10.3	Executive Employment Agreement dated as of February 6, 2006, between Duratek, Inc. and Joseph G. Henry.
10.4	Letter Agreement dated as of February 6, 2006, between Duratek, Inc. and Joseph G. Henry.
10.5	Severance Agreement dated as of February 6, 2006, between Duratek, Inc. and William M. Bambarger, Jr.
10.6	Severance Agreement dated as of February 6, 2006, between Duratek, Inc. and Craig T. Bartlett.
10.7	Severance Agreement dated as of February 6, 2006, between Duratek, Inc. and Diane L. Leviski.

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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 hereunto duly authorized.

	Duratek, Inc.
Date: February 10, 2006	By:	/s/ Robert F. Shawver
		Robert F. Shawver,
		Executive Vice President and
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is made effective February 6, 2006, 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 continue employ Employee as President and Chief Executive Officer, subject to the terms and provisions of this Agreement, and Employee desires to continue 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 or places of performance by Employee of his duties hereunder shall be as agreed to by Employee and Company, although Employee will be required to engage in considerable travel in connection with the business of Company. 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.

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 June 3, 2002 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 June 3, 2002.

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 June 3, 2002.  Employee shall also be entitled to all paid holidays and personal days given by Company to its executives.

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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 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; (vi) removal of Employee as a director of Company or failure of Employee to be re-elected as a director of Company, and in the case of subsections 8(b)(i), (ii), (iii), (iv), (v), and (vi), the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee; or (vii) a Change of Control (as defined in Section 14);

(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;

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(e) upon termination of this Agreement by Company for any reason other than Cause or by Employee for Good Reason, Company shall pay the Employee in a single lump sum within ten (10) days of the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place.  To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months.  Company shall 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 twenty-fourth 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.  Notwithstanding anything in this Section 8(e) to the contrary, this Section 8(e) shall not apply to a termination of the Employee’s employment that occurs within twelve (12) months after a Change of Control.

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.

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

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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

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United 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 Companyand 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.

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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.

14.Change of 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 pay the Employee in a single lump sum within ten (10) days of the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place.  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 of Control.  To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months.

(b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company (including, but not limited to, the medical and dental plans and the special disability policy for officers), 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 of Control, for 24 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.

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(c)  Employee’s payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from June 3, 2002 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) 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 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

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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 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.

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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
	3825 Island Path
	Louisville, TN 37777
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 agreements between Company and Employee dated January 24, 1995 and June 3, 2002 (the “Prior Agreements”).  Upon the execution by the parties of this Agreement, the Prior Agreements 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

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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.Section 409A.Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”) and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

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

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

COMPANY:			EMPLOYEE:
DURATEK, INC.			Robert E. Prince
By:	/s/  Robert F. Shawver	/s/  Robert E. Prince
Name: Robert F. Shawver
Title: Executive VP/CFO
Date: February 6, 2006			Date: February 6, 2006

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is made effective February 6, 2006, 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 continue to employ Employee as Executive Vice President and Chief Financial Officer, subject to the terms and provisions of this Agreement, and Employee desires to continue 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.

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 June 3, 2002 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 June 3, 2002.

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

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determined in accordance with Company’s vacation policy as in effect on June 3, 2002. 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 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;  (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 the case of subsections 8(b)(i), (ii), (iii), (iv) and (v), the failure of Company to cure the same within thirty (30) days after receipt of written notice thereof from Employee; or (vi) a Change of Control (as defined in Section 14);

(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;

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(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 pay the Employee in a single lump sum within ten (10) days of the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place.  To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months.  Company shall 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 twenty-fourth 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.  Notwithstanding anything in this Section 8(e) to the contrary, this Section 8(e) shall not apply to a termination of the Employee’s employment that occurs within twelve (12) months after a Change of Control.

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.

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(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.

(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

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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.

14.Change of 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 pay the Employee in a single lump sum within ten (10) days of the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place.  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 of Control.  To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Company shall

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pay the Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months.

(b)  To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company (including, but not limited to, the medical and dental plans and the special disability policy for officers), 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 of Control, for 24 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 June 3, 2002 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) 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

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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 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.

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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 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

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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 agreements between Company and Employee dated January 24, 1995 and June 3, 2002 (the “Prior Agreements”). Upon the execution by the parties of this Agreement, the Prior Agreements 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.Section 409A.  Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”) and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

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

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: February 6, 2006
Date: February 6, 2006

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EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made effective February 6, 2006, 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 Joseph G. Henry (hereinafter, “Employee”).

RECITALS

WHEREFORE, Company desires to continue to employ Employee as Chief Operating Officer and Executive Vice President, subject to the terms and provisions of this Agreement, and Employee desires to continue 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 February 6, 2006 and ending on February 6, 2008, upon the terms and conditions hereinafter set forth.  Commencing on February 6, 2008 and each February 6th 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 August 1st immediately preceding such February 6th 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 Chief Operating Officer and Executive Vice President (hereinafter, “COO/EVP”) 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”) or his designee.  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 $290,659.20 per year (hereinafter, the “Salary”) commencing January 30, 2006.  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.

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.

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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 or his designee; (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 or his designee, 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 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 COO/EVP; (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;

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(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.  Notwithstanding anything in this Section 8(e) to the contrary, this Section 8(e) shall not apply to a termination of the Employee’s employment that occurs within twelve (12) months after a Change of Control.

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.

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

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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.

(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

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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 Companyand 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.

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(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.

14.Change of Control.  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 of Control.  To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months.

(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 of 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

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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) 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 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

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(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 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:	Joseph G. Henry
	1686 Kingsbridge Court
	Annapolis, MD 21401

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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 regarding employment.  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.Section 409A.  Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Internal Revenue Code Section 409A and the regulations promulgated thereunder (“Section 409A”) and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

27.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.		Joseph G. Henry
By:	/s/ Robert E. Prince	/s/ Joseph G. Henry
Name: Robert E. Prince
Title: President/CEO
Date: February 6, 2006		Date: February 6, 2006

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EX-10.4

Exhibit 10.4

February 6, 2006

To:	Joseph G. Henry
From:	Robert E. Prince
RE:	Retention Bonus

Duratek, Inc. (the “Company”) greatly values the services that you provide to the Company.  Accordingly, the Company wishes to provide you with a retention bonus payable to you in the event of the sale of the Company to EnergySolutions, subject to the terms and conditions of this letter. 

You shall be entitled to receive from the Company a retention bonus in the amount of ($100,000) (the “Retention Bonus”) from the Company for services rendered to the Company and its affiliates during the three month period following the closing date of the Sale (the “Retention Period”), if the closing date of the Sale occurs prior to December 31, 2006, and you remain employed by the Company, its successor, or any affiliate of the Company or its successor during the Retention Period; provided, however, that if the closing date of the Sale occurs during the term of this letter agreement but the agreement providing for the Sale is terminated, you will be entitled to the Retention Bonus if you remain employed by the Company, its successor, or any affiliate of the Company or its successor during the three month period following the termination of the agreement.  The Retention Bonus shall be paid as soon as is reasonably practical following the last day of the Retention Period or three months after termination of the agreement providing for the Sale, and is subject to such deductions as are required by law and applicable regulations. Notwithstanding the foregoing, you shall be eligible for the Retention Bonus even if you undergo a termination of employment during the Retention Period or the three month period after termination of the agreement providing for the Sale, if such termination of employment is by the Company other than for Cause or by you for Good Reason.

The terms “Good Reason” and “Cause” shall have the meanings ascribed to such terms in the employment agreement between you and the Company dated February 6, 2006; provided, however, that for this purpose Section 10(b) of the definition of Good Reason shall not be applicable.

Nothing in this letter constitutes, and shall not be construed to provide, any assurance of your continuing employment with the Company, its affiliates or successors.

Please return a signed copy of this letter to Diane Leviski, Senior Vice President Human Resources for the Company, no later than February 6, 2006.

Accepted and Agreed:

/s/ Joseph G. Henry

Date: February 6, 2006

EX-10.5

Exhibit 10.5

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (the “Agreement”) is dated as of February 6, 2006, between Duratek, Inc., a Delaware corporation (the “Company”), and William Bambarger (the “Employee”).

WHEREAS, the Employee has been important in developing and expanding the business and operations of the Company and possesses valuable knowledge and skills with respect to such business;

WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company to encourage the Employee’s continued employment with and dedication to the Company and has authorized the Company to enter into this Agreement;

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions for the payment of compensation to the Employee in the event of a termination of the Employee’s employment due to a Change in Control (as defined herein) during the term of this Agreement;

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

Section 1.Term.  The initial term of this Agreement shall be for a period commencing on February 6, 2006 and will remain in effect until December 31, 2007; provided, however, that, in the event of a Change in Control Event during the initial term of this Agreement, the term of this Agreement shall be automatically extended, if necessary, so that this Agreement remains in full force and effect for the Change in Control Period (as defined in Section 2) and until all payments required to be made hereunder have been made.  This Agreement may be renewed by written agreement of the parties.  References herein to the term of this Agreement shall include the initial term and any additional period for which this Agreement is extended or renewed.

Section 2.Termination of Employment Following a Change in Control Event.  Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its affiliates if a Change in Control Event occurs during the term of this Agreement and the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than for Cause during the period commencing upon such Change in Control Event (as defined in Section 11) and ending 24 months after a Change in Control (as defined in Section 11) (the “Change in Control Period”).

(a)Good Reason; Other Than for Cause – Severance and Required Notice.  If a Change in Control Event occurs during the term of this Agreement and the Company terminates the Employee’s employment other than for Cause (as defined in Section 9) or the Employee terminates employment for Good Reason (as defined in Section 10) during the Change in Control Period:

(i)the Company shall pay to the Employee (A) the Employee’s Base Salary (as defined in Section 8) and any accrued but unused vacation pay through the effective date of

termination of the Employee’s employment (the “Date of Termination”), and (B) 12 months of the Employee’s Base Salary , in each case and to the extent not previously paid, in a lump sum in cash within ten (10) days of the Date of Termination.  For purposes of this Agreement, the “Severance Period” is the period beginning with the Date of Termination and ending 12 months thereafter.

(ii)during the Severance Period, or such longer period as may be provided by the terms of the applicable plan, program, practice or policy, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (excluding employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.

(iii)Company shall be required to give the Employee no less than 6 months notice of a termination of the Employee’s employment with the Company (other than for Cause) during the Change in Control Period.  To the extent the Company gives less than 6 months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Base Salary for the amount of time by which the actual notice given is less than 6 months.

(iv)Notwithstanding the foregoing, the Company’s shall not be obligated to make payments hereunder or under Section 3 of this Agreement unless and until the Employee has executed and delivered to the Company the General Release, attached as Appendix A hereto, and the time period for any right of revocation of such General Release has expired.

(b)Cause; Other than for Good Reason.  If the Employee’s employment is terminated by the Company for Cause or if the Employee voluntarily terminates employment other than for Good Reason, in either case during the Change in Control Period, this Agreement shall terminate without the Company having any further obligations to the Employee, other than the obligation to pay to the Employee: (i) the Employee’s Base Salary through the Date of Termination and (ii) Other Benefits through the Date of Termination, in each case to the extent theretofore unpaid, in a lump sum in cash within ten (10) days of the Date of Termination.

Section 3.Retention Bonus.  Subject to the terms of this Agreement, the Employee shall be entitled to receive a retention bonus in the amount of ($60,000) (the “Retention Bonus”) from the Company for services rendered to the Company and its affiliates during the three month period following a Change in Control (the “Retention Period”), if a Change in Control Event occurs during the term of this Agreement and the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the Retention Period; provided however that if a Change in Control Event occurs during the term of this Agreement but the agreement providing for the Change in Control is terminated, the Employee will be entitled to the Retention Bonus if the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the three month period following the termination of the agreement.  The Retention Bonus shall be paid as soon as is reasonably practical following the last day of the Retention Period or three months after termination of the agreement providing for the Change in Control, and is subject to reduction for applicable withholding

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taxes.  Notwithstanding the forgoing and Section 2(b) above, the Employee shall be eligible for the Retention Bonus even if the Employee undergoes a termination of employment during the Retention Period or the three month period after termination of the agreement providing for the Change in Control, if such termination of employment is by the Company other than for Cause or by the Employee for Good Reason; provided, however, that for this purpose, Section 10(b) of the definition of Good Reason shall not be applicable.

Section 4.Confidential Information.  The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or any of its affiliates and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement).  After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it or use any such information, knowledge or data for any purpose.

Section 5.Non-Solicitation.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for a period of one year thereafter, induce or attempt to induce any employee of the Company or any of the Company’s affiliates to render services for any other person or entity.

Section 6.Non-Competition.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for the lesser of (i) a period of one year thereafter or (ii) the Severance Period, (to the extent permitted by law), at any time and in any state or other jurisdiction in which the Company is engaged or, to the knowledge of Employee, has reasonably firm plans to engage in business, (x) compete with the Company on behalf of the Employee or any third party; or (y) participate as a director, stockholder or partner or have any direct or indirect financial interest in any enterprise which competes in any business in which the Company is then engaged, unless the Company has waived the restrictions of this covenant in writing.  The ownership by the Employee of less than five percent (5%) of the outstanding stock or equity of any company conducting any such business shall not be deemed a violation of this Section 6.

Section 7.Injunctive Relief.  (a)  In the event the restrictions against engaging in a competitive activity contained in Section 6 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 6 hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(b)The Employee acknowledges and agrees that (i) the provisions of Sections 4, 5 and 6 are reasonable and necessary to protect the legitimate interests of the Company, (ii) any violation of the provisions of Sections 4, 5 or 6 hereof will result in irreparable injury and that damages at law would not be reasonable or adequate compensation for a violation of the provisions of Sections 4, 5 or 6 hereof and (iii) the Company shall be entitled to have the provisions of Sections 4, 5 and 6 hereof specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all earnings, profits and other benefits arising out of any violation of Sections 4, 5 or 6 hereof, including, without limitation, estimated future earnings.

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Section 8.Definition of “Base Salary”.  Base salary (“Base Salary”) means the greater of (a) the annual base salary payable to the Employee by the Company and its affiliates as of the Date of Termination or (b) the annual base salary payable to the Employee by the Company and its affiliates as of the date of this Agreement.

Section 9.Definition of “Cause”.  “Cause” shall mean (a) the Employee’s conviction of or plea of guilty or no contest to any charge of fraud, theft, embezzlement or any felony or other crime involving moral turpitude; (b) the Employee’s unlawful use of controlled substances; (c) 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 of the Company, or the repeated willful or materially negligent failure to perform the Employee’s duties as determined by the President of the Company in good faith, and, in the event that the Company deems a cure practicable, the failure of the Employee to cure the same to the satisfaction of the Company within a period of thirty (30) days following notice thereof from the Company; (d) in the reasonable judgment of the Board, the Employee has engaged in gross or willful misconduct that causes or threatens to cause material harm to the business, operations, reputation, or standing in the community of the Company or any of its affiliates; or (e) in the reasonable judgment of the Board, the Employee has compromised trade secrets or other proprietary information of the Company.

Section 10.Definition of “Good Reason”.  “Good Reason” shall mean (a) any material reduction in the Employee’s aggregate base salary, fringe benefits or bonus eligibility, except in the case of base salary, fringe benefits or bonus eligibility reduction in such compensation generally applicable to peer employees of the Company, which shall not constitute Good Reason; (b) a substantial, adverse change in the nature or scope of the Employee’s responsibilities which amounts to the functional equivalent of a demotion; or (c) the Employee is required to move his office to a location more than 50 miles from the location where the Employee’s office is currently located.

Section 11.Definition of “Change in Control” and “Change in Control Event”.

(a)A “Change in Control” shall mean a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, a sale of substantially all of the assets of the Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of the Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board.  Notwithstanding the forgoing, a Change in Control shall be deemed to have occurred only to the extent such event is a “change in control event” within the meaning of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”).

(b)A “Change in Control Event” shall mean the earlier of (i) a Change in Control or (ii) the execution and delivery by the Company of an agreement providing for a Change in Control.

Section 12.Withholding.  Notwithstanding anything in this Agreement to the contrary, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes and other amounts as the Company reasonably may determine it should withhold pursuant to any applicable law or regulation or the request of the Employee.  In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for the payment of taxes and any withholdings as required by law, provided that the Company is satisfied that all requirements of law affecting its responsibilities to withhold compensation have been satisfied.

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Section 13.No Duty to Mitigate.  The 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.

Section 14.Amendments or Additions; Action by Board of Directors.  No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties hereto.  The prior approval by the Board shall be required in order for the Company to authorize any amendments or additions to this Agreement.

Section 15.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 16.Assignment.  The rights and obligations of the Company under this Agreement shall be binding upon its successors and assigns and may be assigned by the Company to the successors in interest of the Company.  The rights and obligations of the Employee under this Agreement shall be binding upon his heirs, legatees, personal representatives, executors or administrators.  This Agreement may not be assigned by the Employee, but any amount owed to the Employee upon his death shall inure to the benefit of his heirs, legatees, personal representatives, executors, or administrators.

Section 17.Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered, sent by overnight courier, or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telegram, telecopy, or telex, addressed, in the case of the Employee, to the Employee’s address as shown on the Company’s records, and, in the case of the Company, to its principal office, to the attention of the President, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 18.Severability.  If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

Section 19.Section 409A.  Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Section 409A and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, or have caused this Agreement to be executed and delivered, to be effective as of February 6, 2006.

	DURATEK, INC.
Date: February 6, 2006	By:	/s/ Robert E. Prince
	Name:		Robert E. Prince
	Title:		President/CEO
	EMPLOYEE
Date:February 6, 2006	/s/ William Bambarger
	Name: William Bambarger

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APPENDIX A

GENERAL RELEASE

This GENERAL RELEASE (hereinafter, this “General Release”) is made and entered into this         day of                   , by and between                          , residing at                                , (the “Employee”), and Duratek, Inc., a Delaware corporation, headquartered in Columbia, Maryland (the “Company”).

1.The Employee acknowledges the receipt and sufficiency of adequate consideration in support of this General Release, in the form of the mutual covenants and agreements of the parties contained in the Severance Agreement, dated February    , 2006, and other good and valuable consideration.

2.The Employee, on his behalf and on behalf of his heirs, successors, agents, executors, administrators, attorneys and assigns, hereby releases and forever discharges the Company and any and all of its current or former affiliated entities, benefit plans, departments, stockholders, officers, directors, employees, representatives, agents, attorneys, successors and assigns (hereinafter referred to as the “Released Parties”), to the fullest extent provided by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, which he now has, owns, or holds, or claims to have, own, or hold, which he at any time heretofore had, owned, or held, or claimed to have had, owned, or held, and which he at any time in the future may have, own, or hold, against any one or more of the Released Parties for any reason whatsoever in law or in equity, under federal, state or local law, including without limitation (i) any and all claims arising from or relating to the Employee’s employment with the Company or the termination thereof other than fulfillment of the Company’s obligations under the Severance Agreement, dated February     , 2006, by and between the Employee and the Company (the “Severance Agreement”), and (ii) any and all claims relating to or arising under any employment contract, any employment statute or regulation, any employment discrimination law, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Equal Pay Act of 1963, the Age Discrimination in Employment Act, and any other federal, state, or local civil rights, pension or labor law, contract law, tort law, or common law.  The Employee warrants that this is a general release and that he has not assigned or transferred any claims covered hereby.

3.Except for claims arising from or related the Company’s performance of its obligations under the Severance Agreement, without limiting the generality of the general release in Section 1 of this General Release, the Employee, on his behalf and on behalf of his heirs, legal representatives and assigns, further agrees not to sue or otherwise institute or cause to be instituted, or solicit, encourage, or cause any other individual or entity to sue or otherwise institute or cause to be instituted, except as required by order of a court or of any agency of the federal, state, or local government, the prosecution of any claim, complaint, or charge seeking damages against any of the Released Parties in any federal, state, local or other court, administrative agency, commission, or other forum concerning any claims released herein, and the Employee irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning claims released herein.  The Employee specifically represents that no complaints, charges, or other proceedings are pending in any court, administrative agency, or other forum relating directly or indirectly to any claims released herein.

4.The Employee acknowledges and agrees that he is aware of no fraudulent, unlawful, discriminatory, or harassing conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company.  The Employee further represents and agrees that he is aware of no conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company that constitutes a breach of fiduciary or other legal duty to the Company.

5.The Employee acknowledges that he has read and understands this General Release and executes it knowingly, voluntarily and without coercion.  The Employee further acknowledges that he is being advised herein in writing to consult with an attorney prior to executing this General Release, and that he has been given a period of at least forty-five days within which to consider and execute this General Release, unless he voluntarily chooses to execute this General Release before the end of the forty-five day period, in which case he will complete a form titled, “Election to Execute Prior to Expiration of Forty-Five Day Consideration Period.”  The Employee understands that he has seven days following his execution of this General Release to revoke it.  For such revocation to be effective, written notice of revocation must be delivered directly to the Company at 10100 Old Columbia Road, Columbia, Maryland 21046, Attention: Corporate Secretary, no later than 5:00 p.m. on the seventh calendar day after the Employee signs this General Release.  If the Employee revokes this Agreement, it shall not be effective or enforceable and he shall not receive the benefits described herein.  No payments shall be made under the terms of this General Release until the seven day revocation period described in this Section 5 has expired without revocation by the Employee.

6.This General Release shall be governed by and construed under Delaware law, exclusive of any choice of law rules.

7.This General Release shall be binding upon each Party’s respective heirs, beneficiaries, and successors and assigns.

IN WITNESS THEREOF, the Employee and the Company, after carefully reading the provisions of this General Release herein declare that they understand such provisions and willingly accept and agree thereto by executing this General Release as of the date set forth above.

Employee	Duratek, Inc.
	By:
	Title:

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ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF FORTY-FIVE DAY CONSIDERATION PERIOD

I,                            , understand that I have at least forty-five days within which to consider and execute the foregoing General Release.  However, after having an opportunity to consult counsel I have freely and voluntarily elected to execute the General Release before the forty-five day period has expired.

Date

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EX-10.6

Exhibit 10.6

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (the “Agreement”) is dated as of February 6, 2006, between Duratek, Inc., a Delaware corporation (the “Company”), and Craig Bartlett (the “Employee”).

WHEREAS, the Employee has been important in developing and expanding the business and operations of the Company and possesses valuable knowledge and skills with respect to such business;

WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company to encourage the Employee’s continued employment with and dedication to the Company and has authorized the Company to enter into this Agreement;

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions for the payment of compensation to the Employee in the event of a termination of the Employee’s employment due to a Change in Control (as defined herein) during the term of this Agreement;

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

Section 1.Term.  The initial term of this Agreement shall be for a period commencing on February 6, 2006 and will remain in effect until December 31, 2006; provided, however, that, in the event of a Change in Control Event during the initial term of this Agreement, the term of this Agreement shall be automatically extended, if necessary, so that this Agreement remains in full force and effect for the Change in Control Period (as defined in Section 2) and until all payments required to be made hereunder have been made.  This Agreement may be renewed by written agreement of the parties.  References herein to the term of this Agreement shall include the initial term and any additional period for which this Agreement is extended or renewed.

Section 2.Termination of Employment Following a Change in Control Event.  Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its affiliates if a Change in Control Event occurs during the term of this Agreement and the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than for Cause during the period commencing upon such Change in Control Event (as defined in Section 11) and ending 12 months after a Change in Control (as defined in Section 11) (the “Change in Control Period”).

(a)Good Reason; Other Than for Cause – Severance and Required Notice.  If a Change in Control Event occurs during the term of this Agreement and the Company terminates the Employee’s employment other than for Cause (as defined in Section 9) or the Employee terminates employment for Good Reason (as defined in Section 10) during the Change in Control Period:

(i)the Company shall pay to the Employee (A) the Employee’s Base Salary (as defined in Section 8) and any accrued but unused vacation pay through the effective date of termination of the Employee’s employment (the “Date of Termination”), and (B) 12 months of

the Employee’s Base Salary , in each case and to the extent not previously paid, in a lump sum in cash within ten (10) days of the Date of Termination.  For purposes of this Agreement, the “Severance Period” is the period beginning with the Date of Termination and ending 12 months thereafter.

(ii)during the Severance Period, or such longer period as may be provided by the terms of the applicable plan, program, practice or policy, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (excluding employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.

(iii)the Company shall be required to give the Employee no less than 6 months notice of a termination of the Employee’s employment with the Company (other than for Cause) during the Change in Control Period.  To the extent the Company gives less than 6 months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Base Salary for the amount of time by which the actual notice given is less than 6 months.

(iv)Notwithstanding the foregoing, the Company’s shall not be obligated to make payments hereunder or under Section 3 of this Agreement unless and until the Employee has executed and delivered to the Company the General Release, attached as Appendix A hereto, and the time period for any right of revocation of such General Release has expired.

(b)Cause; Other than for Good Reason.  If the Employee’s employment is terminated by the Company for Cause or if the Employee voluntarily terminates employment other than for Good Reason, in either case during the Change in Control Period, this Agreement shall terminate without the Company having any further obligations to the Employee, other than the obligation to pay to the Employee: (i) the Employee’s Base Salary through the Date of Termination and (ii) Other Benefits through the Date of Termination, in each case to the extent theretofore unpaid, in a lump sum in cash within ten (10) days of the Date of Termination.

Section 3.Retention Bonus.  Subject to the terms of this Agreement, the Employee shall be entitled to receive a retention bonus in the amount of ($60,000) (the “Retention Bonus”) from the Company for services rendered to the Company and its affiliates during the three month period following a Change in Control (the “Retention Period”), if a Change in Control Event occurs during the term of this Agreement and the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the Retention Period; provided however that if a Change in Control Event occurs during the term of this Agreement but the agreement providing for the Change in Control is terminated, the Employee will be entitled to the Retention Bonus if the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the three month period following the termination of the agreement.  The Retention Bonus shall be paid as soon as is reasonably practical following the last day of the Retention Period or three months after termination of the agreement providing for the Change in Control, and is subject to reduction for applicable withholding

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taxes.  Notwithstanding the forgoing and Section 2(b) above, the Employee shall be eligible for the Retention Bonus even if the Employee undergoes a termination of employment during the Retention Period or the three month period after termination of the agreement providing for the Change in Control, if such termination of employment is by the Company other than for Cause or by the Employee for Good Reason; provided, however, that for this purpose, Section 10(b) of the definition of Good Reason shall not be applicable.

Section 4.Confidential Information.  The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or any of its affiliates and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement).  After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it or use any such information, knowledge or data for any purpose.

Section 5.Non-Solicitation.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for a period of one year thereafter, induce or attempt to induce any employee of the Company or any of the Company’s affiliates to render services for any other person or entity.

Section 6.Non-Competition.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for the lesser of (i) a period of one year thereafter or (ii) the Severance Period, (to the extent permitted by law), at any time and in any state or other jurisdiction in which the Company is engaged or, to the knowledge of Employee, has reasonably firm plans to engage in business, (x) compete with the Company on behalf of the Employee or any third party; or (y) participate as a director, stockholder or partner or have any direct or indirect financial interest in any enterprise which competes in any business in which the Company is then engaged, unless the Company has waived the restrictions of this covenant in writing.  The ownership by the Employee of less than five percent (5%) of the outstanding stock or equity of any company conducting any such business shall not be deemed a violation of this Section 6.

Section 7.Injunctive Relief.  (a)  In the event the restrictions against engaging in a competitive activity contained in Section 6 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 6 hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(b)The Employee acknowledges and agrees that (i) the provisions of Sections 4, 5 and 6 are reasonable and necessary to protect the legitimate interests of the Company, (ii) any violation of the provisions of Sections 4, 5 or 6 hereof will result in irreparable injury and that damages at law would not be reasonable or adequate compensation for a violation of the provisions of Sections 4, 5 or 6 hereof and (iii) the Company shall be entitled to have the provisions of Sections 4, 5 and 6 hereof specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all

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earnings, profits and other benefits arising out of any violation of Sections 4, 5 or 6 hereof, including, without limitation, estimated future earnings.

Section 8.Definition of “Base Salary”.  Base salary (“Base Salary”) means the greater of (a) the annual base salary payable to the Employee by the Company and its affiliates as of the Date of Termination or (b) the annual base salary payable to the Employee by the Company and its affiliates as of the date of this Agreement.

Section 9.Definition of “Cause”.  “Cause” shall mean (a) the Employee’s conviction of or plea of guilty or no contest to any charge of fraud, theft, embezzlement or any felony or other crime involving moral turpitude; (b) the Employee’s unlawful use of controlled substances; (c) 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 of the Company, or the repeated willful or materially negligent failure to perform the Employee’s duties as determined by the President of the Company in good faith, and, in the event that the Company deems a cure practicable, the failure of the Employee to cure the same to the satisfaction of the Company within a period of thirty (30) days following notice thereof from the Company; (d) in the reasonable judgment of the Board, the Employee has engaged in gross or willful misconduct that causes or threatens to cause material harm to the business, operations, reputation, or standing in the community of the Company or any of its affiliates; or (e) in the reasonable judgment of the Board, the Employee has compromised trade secrets or other proprietary information of the Company.

Section 10.Definition of “Good Reason”.  “Good Reason” shall mean (a) any material reduction in the Employee’s aggregate base salary, fringe benefits or bonus eligibility, except in the case of base salary, fringe benefits or bonus eligibility reduction in such compensation generally applicable to peer employees of the Company, which shall not constitute Good Reason; (b) a substantial, adverse change in the nature or scope of the Employee’s responsibilities which amounts to the functional equivalent of a demotion; or (c) the Employee is required to move his office to a location more than 50 miles from the location where the Employee’s office is currently located.

Section 11.Definition of “Change in Control” and “Change in Control Event”.

(a)A “Change in Control” shall mean a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, a sale of substantially all of the assets of the Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of the Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board.  Notwithstanding the forgoing, a Change in Control shall be deemed to have occurred only to the extent such event is a “change in control event” within the meaning of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”).

(b)A “Change in Control Event” shall mean the earlier of (i) a Change in Control or (ii) the execution and delivery by the Company of an agreement providing for a Change in Control.

Section 12.Withholding.  Notwithstanding anything in this Agreement to the contrary, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes and other amounts as the Company reasonably may determine it should withhold pursuant to any applicable law or regulation

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or the request of the Employee.  In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for the payment of taxes and any withholdings as required by law, provided that the Company is satisfied that all requirements of law affecting its responsibilities to withhold compensation have been satisfied.

Section 13.No Duty to Mitigate.  The 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.

Section 14.Amendments or Additions; Action by Board of Directors.  No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties hereto.  The prior approval by the Board shall be required in order for the Company to authorize any amendments or additions to this Agreement.

Section 15.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 16.Assignment.  The rights and obligations of the Company under this Agreement shall be binding upon its successors and assigns and may be assigned by the Company to the successors in interest of the Company.  The rights and obligations of the Employee under this Agreement shall be binding upon his heirs, legatees, personal representatives, executors or administrators.  This Agreement may not be assigned by the Employee, but any amount owed to the Employee upon his death shall inure to the benefit of his heirs, legatees, personal representatives, executors, or administrators.

Section 17.Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered, sent by overnight courier, or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telegram, telecopy, or telex, addressed, in the case of the Employee, to the Employee’s address as shown on the Company’s records, and, in the case of the Company, to its principal office, to the attention of the President, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 18.Severability.  If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

Section 19.Section 409A.  Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Section 409A and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, or have caused this Agreement to be executed and delivered, to be effective as of February 6, 2006.

	DURATEK, INC.
Date:  February 6, 2006	By:	/s/ Robert E. Prince
	Name:		Robert E. Prince
	Title:		President/CEO
	EMPLOYEE
Date:  February 6, 2006	/s/ Craig Bartlett
	Name: Craig Bartlett

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APPENDIX A

GENERAL RELEASE

This GENERAL RELEASE (hereinafter, this “General Release”) is made and entered into this             day of                        , by and between                          , residing at                                      , (the “Employee”), and Duratek, Inc., a Delaware corporation, headquartered in Columbia, Maryland (the “Company”).

1.The Employee acknowledges the receipt and sufficiency of adequate consideration in support of this General Release, in the form of the mutual covenants and agreements of the parties contained in the Severance Agreement, dated February   , 2006, and other good and valuable consideration.

2.The Employee, on his behalf and on behalf of his heirs, successors, agents, executors, administrators, attorneys and assigns, hereby releases and forever discharges the Company and any and all of its current or former affiliated entities, benefit plans, departments, stockholders, officers, directors, employees, representatives, agents, attorneys, successors and assigns (hereinafter referred to as the “Released Parties”), to the fullest extent provided by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, which he now has, owns, or holds, or claims to have, own, or hold, which he at any time heretofore had, owned, or held, or claimed to have had, owned, or held, and which he at any time in the future may have, own, or hold, against any one or more of the Released Parties for any reason whatsoever in law or in equity, under federal, state or local law, including without limitation (i) any and all claims arising from or relating to the Employee’s employment with the Company or the termination thereof other than fulfillment of the Company’s obligations under the Severance Agreement, dated February   , 2006, by and between the Employee and the Company (the “Severance Agreement”), and (ii) any and all claims relating to or arising under any employment contract, any employment statute or regulation, any employment discrimination law, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Equal Pay Act of 1963, the Age Discrimination in Employment Act, and any other federal, state, or local civil rights, pension or labor law, contract law, tort law, or common law.  The Employee warrants that this is a general release and that he has not assigned or transferred any claims covered hereby.

3.Except for claims arising from or related the Company’s performance of its obligations under the Severance Agreement, without limiting the generality of the general release in Section 1 of this General Release, the Employee, on his behalf and on behalf of his heirs, legal representatives and assigns, further agrees not to sue or otherwise institute or cause to be instituted, or solicit, encourage, or cause any other individual or entity to sue or otherwise institute or cause to be instituted, except as required by order of a court or of any agency of the federal, state, or local government, the prosecution of any claim, complaint, or charge seeking damages against any of the Released Parties in any federal, state, local or other court, administrative agency, commission, or other forum concerning any claims released herein, and the Employee irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning claims released herein.  The Employee specifically represents that no complaints, charges, or other proceedings are pending in any court, administrative agency, or other forum relating directly or indirectly to any claims released herein.

4.The Employee acknowledges and agrees that he is aware of no fraudulent, unlawful, discriminatory, or harassing conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company.  The Employee further represents and agrees that he is aware of no conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company that constitutes a breach of fiduciary or other legal duty to the Company.

5.The Employee acknowledges that he has read and understands this General Release and executes it knowingly, voluntarily and without coercion.  The Employee further acknowledges that he is being advised herein in writing to consult with an attorney prior to executing this General Release, and that he has been given a period of at least forty-five days within which to consider and execute this General Release, unless he voluntarily chooses to execute this General Release before the end of the forty-five day period, in which case he will complete a form titled, “Election to Execute Prior to Expiration of Forty-Five Day Consideration Period.”  The Employee understands that he has seven days following his execution of this General Release to revoke it.  For such revocation to be effective, written notice of revocation must be delivered directly to the Company at 10100 Old Columbia Road, Columbia, Maryland 21046, Attention: Corporate Secretary, no later than 5:00 p.m. on the seventh calendar day after the Employee signs this General Release.  If the Employee revokes this Agreement, it shall not be effective or enforceable and he shall not receive the benefits described herein.  No payments shall be made under the terms of this General Release until the seven day revocation period described in this Section 5 has expired without revocation by the Employee.

6.This General Release shall be governed by and construed under Delaware law, exclusive of any choice of law rules.

7.This General Release shall be binding upon each Party’s respective heirs, beneficiaries, and successors and assigns.

IN WITNESS THEREOF, the Employee and the Company, after carefully reading the provisions of this General Release herein declare that they understand such provisions and willingly accept and agree thereto by executing this General Release as of the date set forth above.

Employee	Duratek, Inc.
	By:
	Title:

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ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF FORTY-FIVE DAY CONSIDERATION PERIOD

I,                                     , understand that I have at least forty-five days within which to consider and execute the foregoing General Release.  However, after having an opportunity to consult counsel I have freely and voluntarily elected to execute the General Release before the forty-five day period has expired.

Date

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EX-10.7

Exhibit 10.7

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (the “Agreement”) is dated as of February 6, 2006, between Duratek, Inc., a Delaware corporation (the “Company”), and Diane L. Leviski (the “Employee”).

WHEREAS, the Employee has been important in developing and expanding the business and operations of the Company and possesses valuable knowledge and skills with respect to such business;

WHEREAS, the Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company to encourage the Employee’s continued employment with and dedication to the Company and has authorized the Company to enter into this Agreement;

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions for the payment of compensation to the Employee in the event of a termination of the Employee’s employment due to a Change in Control (as defined herein) during the term of this Agreement;

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

Section 1.Term.  The initial term of this Agreement shall be for a period commencing on February 6, 2006 and will remain in effect until December 31, 2007; provided, however, that, in the event of a Change in Control Event during the initial term of this Agreement, the term of this Agreement shall be automatically extended, if necessary, so that this Agreement remains in full force and effect for the Change in Control Period (as defined in Section 2) and until all payments required to be made hereunder have been made.  This Agreement may be renewed by written agreement of the parties.  References herein to the term of this Agreement shall include the initial term and any additional period for which this Agreement is extended or renewed.

Section 2.Termination of Employment Following a Change in Control Event.  Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Company for services previously rendered to the Company and its affiliates if a Change in Control Event occurs during the term of this Agreement and the Employee’s employment is terminated by the Employee for Good Reason or by the Company other than for Cause during the period commencing upon such Change in Control Event (as defined in Section 11) and ending 24 months after a Change in Control (as defined in Section 11) (the “Change in Control Period”).

(a)Good Reason; Other Than for Cause – Severance and Required Notice.  If a Change in Control Event occurs during the term of this Agreement and the Company terminates the Employee’s employment other than for Cause (as defined in Section 9) or the Employee terminates employment for Good Reason (as defined in Section 10) during the Change in Control Period:

(i)the Company shall pay to the Employee (A) the Employee’s Base Salary (as defined in Section 8) and any accrued but unused vacation pay through the effective date of

termination of the Employee’s employment (the “Date of Termination”), and (B) 12 months of the Employee’s Base Salary , in each case and to the extent not previously paid, in a lump sum in cash within ten (10) days of the Date of Termination.  For purposes of this Agreement, the “Severance Period” is the period beginning with the Date of Termination and ending 12 months thereafter.

(ii)during the Severance Period, or such longer period as may be provided by the terms of the applicable plan, program, practice or policy, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (excluding employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility.

(iii)the Company shall be required to give the Employee no less than 6 months notice of a termination of the Employee’s employment with the Company (other than for Cause) during the Change in Control Period.  To the extent the Company gives less than 6 months notice (other than in the case of a termination for Cause), the Company shall pay the Employee his or her Base Salary for the amount of time by which the actual notice given is less than 6 months.

(iv)Notwithstanding the foregoing, the Company’s shall not be obligated to make payments hereunder or under Section 3 of this Agreement unless and until the Employee has executed and delivered to the Company the General Release, attached as Appendix A hereto, and the time period for any right of revocation of such General Release has expired.

(b)Cause; Other than for Good Reason.  If the Employee’s employment is terminated by the Company for Cause or if the Employee voluntarily terminates employment other than for Good Reason, in either case during the Change in Control Period, this Agreement shall terminate without the Company having any further obligations to the Employee, other than the obligation to pay to the Employee: (i) the Employee’s Base Salary through the Date of Termination and (ii) Other Benefits through the Date of Termination, in each case to the extent theretofore unpaid, in a lump sum in cash within ten (10) days of the Date of Termination.

Section 3.Retention Bonus.  Subject to the terms of this Agreement, the Employee shall be entitled to receive a retention bonus in the amount of ($60,000) (the “Retention Bonus”) from the Company for services rendered to the Company and its affiliates during the three month period following a Change in Control (the “Retention Period”), if a Change in Control Event occurs during the term of this Agreement and the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the Retention Period; provided however that if a Change in Control Event occurs during the term of this Agreement but the agreement providing for the Change in Control is terminated, the Employee will be entitled to the Retention Bonus if the Employee remains employed by the Company, its successor, or any affiliate of the Company or its successor during the three month period following the termination of the agreement.  The Retention Bonus shall be paid as soon as is reasonably practical following the last day of the Retention Period or three months after termination of

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the agreement providing for the Change in Control, and is subject to reduction for applicable withholding taxes.  Notwithstanding the forgoing and Section 2(b) above, the Employee shall be eligible for the Retention Bonus even if the Employee undergoes a termination of employment during the Retention Period or the three month period after termination of the agreement providing for the Change in Control, if such termination of employment is by the Company other than for Cause or by the Employee for Good Reason; provided, however, that for this purpose, Section 10(b) of the definition of Good Reason shall not be applicable.

Section 4.Confidential Information.  The Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Employee during the Employee’s employment by the Company or any of its affiliates and which shall not be or become public knowledge (other than by acts by the Employee or representatives of the Employee in violation of this Agreement).  After termination of the Employee’s employment with the Company, the Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it or use any such information, knowledge or data for any purpose.

Section 5.Non-Solicitation.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for a period of one year thereafter, induce or attempt to induce any employee of the Company or any of the Company’s affiliates to render services for any other person or entity.

Section 6.Non-Competition.  The Employee covenants and agrees that the Employee will not, during the Employee’s employment hereunder and for the lesser of (i) a period of one year thereafter or (ii) the Severance Period, (to the extent permitted by law), at any time and in any state or other jurisdiction in which the Company is engaged or, to the knowledge of Employee, has reasonably firm plans to engage in business, (x) compete with the Company on behalf of the Employee or any third party; or (y) participate as a director, stockholder or partner or have any direct or indirect financial interest in any enterprise which competes in any business in which the Company is then engaged, unless the Company has waived the restrictions of this covenant in writing.  The ownership by the Employee of less than five percent (5%) of the outstanding stock or equity of any company conducting any such business shall not be deemed a violation of this Section 6.

Section 7.Injunctive Relief.  (a)  In the event the restrictions against engaging in a competitive activity contained in Section 6 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 6 hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(b)The Employee acknowledges and agrees that (i) the provisions of Sections 4, 5 and 6 are reasonable and necessary to protect the legitimate interests of the Company, (ii) any violation of the provisions of Sections 4, 5 or 6 hereof will result in irreparable injury and that damages at law would not be reasonable or adequate compensation for a violation of the provisions of Sections 4, 5 or 6 hereof and (iii) the Company shall be entitled to have the provisions of Sections 4, 5 and 6 hereof specifically enforced by preliminary and permanent injunctive relief without the necessity of proving actual damages and without posting bond or other security as well as to an equitable accounting of all

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earnings, profits and other benefits arising out of any violation of Sections 4, 5 or 6 hereof, including, without limitation, estimated future earnings.

Section 8.Definition of “Base Salary”.  Base salary (“Base Salary”) means the greater of (a) the annual base salary payable to the Employee by the Company and its affiliates as of the Date of Termination or (b) the annual base salary payable to the Employee by the Company and its affiliates as of the date of this Agreement.

Section 9.Definition of “Cause”.  “Cause” shall mean (a) the Employee’s conviction of or plea of guilty or no contest to any charge of fraud, theft, embezzlement or any felony or other crime involving moral turpitude; (b) the Employee’s unlawful use of controlled substances; (c) 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 of the Company, or the repeated willful or materially negligent failure to perform the Employee’s duties as determined by the President of the Company in good faith, and, in the event that the Company deems a cure practicable, the failure of the Employee to cure the same to the satisfaction of the Company within a period of thirty (30) days following notice thereof from the Company; (d) in the reasonable judgment of the Board, the Employee has engaged in gross or willful misconduct that causes or threatens to cause material harm to the business, operations, reputation, or standing in the community of the Company or any of its affiliates; or (e) in the reasonable judgment of the Board, the Employee has compromised trade secrets or other proprietary information of the Company.

Section 10.Definition of “Good Reason”.  “Good Reason” shall mean (a) any material reduction in the Employee’s aggregate base salary, fringe benefits or bonus eligibility, except in the case of base salary, fringe benefits or bonus eligibility reduction in such compensation generally applicable to peer employees of the Company, which shall not constitute Good Reason; (b) a substantial, adverse change in the nature or scope of the Employee’s responsibilities which amounts to the functional equivalent of a demotion; or (c) the Employee is required to move his office to a location more than 50 miles from the location where the Employee’s office is currently located.

Section 11.Definition of “Change in Control” and “Change in Control Event”.

(a)A “Change in Control” shall mean a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, a sale of substantially all of the assets of the Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which the Company is the surviving entity) that results in any person or entity (or persons or entities acting as a group or otherwise in concert) becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of all classes of securities of the Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board.  Notwithstanding the forgoing, a Change in Control shall be deemed to have occurred only to the extent such event is a “change in control event” within the meaning of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“Section 409A”).

(b)A “Change in Control Event” shall mean the earlier of (i) a Change in Control or (ii) the execution and delivery by the Company of an agreement providing for a Change in Control.

Section 12.Withholding.  Notwithstanding anything in this Agreement to the contrary, all payments required to be made by the Company hereunder to the Employee or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes and other amounts as the Company reasonably may determine it should withhold pursuant to any applicable law or regulation

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or the request of the Employee.  In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for the payment of taxes and any withholdings as required by law, provided that the Company is satisfied that all requirements of law affecting its responsibilities to withhold compensation have been satisfied.

Section 13.No Duty to Mitigate.  The 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.

Section 14.Amendments or Additions; Action by Board of Directors.  No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties hereto.  The prior approval by the Board shall be required in order for the Company to authorize any amendments or additions to this Agreement.

Section 15.Governing Law.  This Agreement shall be governed by the laws of the State of Delaware, excluding the choice of law rules thereof.

Section 16.Assignment.  The rights and obligations of the Company under this Agreement shall be binding upon its successors and assigns and may be assigned by the Company to the successors in interest of the Company.  The rights and obligations of the Employee under this Agreement shall be binding upon his heirs, legatees, personal representatives, executors or administrators.  This Agreement may not be assigned by the Employee, but any amount owed to the Employee upon his death shall inure to the benefit of his heirs, legatees, personal representatives, executors, or administrators.

Section 17.Notice.  For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when hand delivered, sent by overnight courier, or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telegram, telecopy, or telex, addressed, in the case of the Employee, to the Employee’s address as shown on the Company’s records, and, in the case of the Company, to its principal office, to the attention of the President, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 18.Severability.  If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

Section 19.Section 409A.  Notwithstanding anything in this Agreement to the contrary, if any amount payable to the Employee under this Agreement is deferred compensation subject to Section 409A and if the Employee is a “specified employee” within the meaning of Section 409A, payment of such amount shall be made as follows:  Any amount that is scheduled to be paid for the period which begins on the Employee’s separation from service, as defined in Section 409A, and ends on the date six months from the Employee’s separation from service, shall not be paid as scheduled, but shall be accumulated and paid in a lump sum on the date six months after the Employee’s separation from service.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, or have caused this Agreement to be executed and delivered, to be effective as of February 6, 2006.

	DURATEK, INC.
Date: February 6, 2006	By:	/s/ Robert E. Prince
	Name:		Robert E. Prince
	Title:		President/CEO
	EMPLOYEE
Date: February 6, 2006	/s/ Diane L. Leviski
	Name: Diane L. Leviski

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APPENDIX A

GENERAL RELEASE

This GENERAL RELEASE (hereinafter, this “General Release”) is made and entered into this              day of                  , by and between                       , residing at                               , (the “Employee”), and Duratek, Inc., a Delaware corporation, headquartered in Columbia, Maryland (the “Company”).

1.The Employee acknowledges the receipt and sufficiency of adequate consideration in support of this General Release, in the form of the mutual covenants and agreements of the parties contained in the Severance Agreement, dated February   , 2006, and other good and valuable consideration.

2.The Employee, on his behalf and on behalf of his heirs, successors, agents, executors, administrators, attorneys and assigns, hereby releases and forever discharges the Company and any and all of its current or former affiliated entities, benefit plans, departments, stockholders, officers, directors, employees, representatives, agents, attorneys, successors and assigns (hereinafter referred to as the “Released Parties”), to the fullest extent provided by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, which he now has, owns, or holds, or claims to have, own, or hold, which he at any time heretofore had, owned, or held, or claimed to have had, owned, or held, and which he at any time in the future may have, own, or hold, against any one or more of the Released Parties for any reason whatsoever in law or in equity, under federal, state or local law, including without limitation (i) any and all claims arising from or relating to the Employee’s employment with the Company or the termination thereof other than fulfillment of the Company’s obligations under the Severance Agreement, dated February   , 2006, by and between the Employee and the Company (the “Severance Agreement”), and (ii) any and all claims relating to or arising under any employment contract, any employment statute or regulation, any employment discrimination law, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, the Equal Pay Act of 1963, the Age Discrimination in Employment Act, and any other federal, state, or local civil rights, pension or labor law, contract law, tort law, or common law.  The Employee warrants that this is a general release and that he has not assigned or transferred any claims covered hereby.

3.Except for claims arising from or related the Company’s performance of its obligations under the Severance Agreement, without limiting the generality of the general release in Section 1 of this General Release, the Employee, on his behalf and on behalf of his heirs, legal representatives and assigns, further agrees not to sue or otherwise institute or cause to be instituted, or solicit, encourage, or cause any other individual or entity to sue or otherwise institute or cause to be instituted, except as required by order of a court or of any agency of the federal, state, or local government, the prosecution of any claim, complaint, or charge seeking damages against any of the Released Parties in any federal, state, local or other court, administrative agency, commission, or other forum concerning any claims released herein, and the Employee irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning claims released herein.  The Employee specifically represents that no complaints, charges, or other proceedings are pending in any court, administrative agency, or other forum relating directly or indirectly to any claims released herein.

4.The Employee acknowledges and agrees that he is aware of no fraudulent, unlawful, discriminatory, or harassing conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company.  The Employee further represents and agrees that he is aware of no conduct on the part of himself or any past or present officer, director, employee, representative, agent, or assign of the Company that constitutes a breach of fiduciary or other legal duty to the Company.

5.The Employee acknowledges that he has read and understands this General Release and executes it knowingly, voluntarily and without coercion.  The Employee further acknowledges that he is being advised herein in writing to consult with an attorney prior to executing this General Release, and that he has been given a period of at least forty-five days within which to consider and execute this General Release, unless he voluntarily chooses to execute this General Release before the end of the forty-five day period, in which case he will complete a form titled, “Election to Execute Prior to Expiration of Forty-Five Day Consideration Period.”  The Employee understands that he has seven days following his execution of this General Release to revoke it.  For such revocation to be effective, written notice of revocation must be delivered directly to the Company at 10100 Old Columbia Road, Columbia, Maryland 21046, Attention: Corporate Secretary, no later than 5:00 p.m. on the seventh calendar day after the Employee signs this General Release.  If the Employee revokes this Agreement, it shall not be effective or enforceable and he shall not receive the benefits described herein.  No payments shall be made under the terms of this General Release until the seven day revocation period described in this Section 5 has expired without revocation by the Employee.

6.This General Release shall be governed by and construed under Delaware law, exclusive of any choice of law rules.

7.This General Release shall be binding upon each Party’s respective heirs, beneficiaries, and successors and assigns.

IN WITNESS THEREOF, the Employee and the Company, after carefully reading the provisions of this General Release herein declare that they understand such provisions and willingly accept and agree thereto by executing this General Release as of the date set forth above.

Employee	Duratek, Inc.
	By:
	Title:

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ELECTION TO EXECUTE PRIOR TO EXPIRATION

OF FORTY-FIVE DAY CONSIDERATION PERIOD

I,                                      , understand that I have at least forty-five days within which to consider and execute the foregoing General Release.  However, after having an opportunity to consult counsel I have freely and voluntarily elected to execute the General Release before the forty-five day period has expired.

Date

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