Summary of HALIFAX CORP OF VIRGINIA

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2009, we entered into an amended and restated severance arrangement with Joseph Sciacca, our Chief Financial Officer. This agreement provides severance benefits to Mr. Sciacca under certain circumstances and remains in effect so long as we continue to employ Mr. Sciacca. The agreement confirms that Mr. Sciacca's employment is at will and provides for termination without additional compensation in the event of death, disability, resignation, retirement or termination for cause, referred to as the excluded circumstances in this document. "Cause" is defined as "gross negligence, willful misconduct, fraud, willful disregard of the Board of Directors' direction or breach of a published company policy."

Under the terms of the agreement, except in connection with a change of control disposition, in the event that Mr. Sciacca's employment is terminated other than in connection with an excluded circumstance, Mr. Sciacca would be entitled to receive his then current salary for a period of twelve months.

Under the terms of the agreement, a "change of control disposition" is generally deemed to occur if (i) 25% or more of the voting power of our stock is acquired by another entity or (ii) there is a sale of substantially all of our assets to another entity. In the event that Mr. Sciacca's employment is terminated within one year of a change of control disposition, other than in connection with an excluded circumstance, Mr. Sciacca would be entitled to receive his then current salary for a period of one year. In the event that Mr. Sciacca's employment is terminated for any reason within ninety days following a change of control disposition, Mr. Sciacca would be entitled to receive an amount equal to one year's then current salary.