Exhibit 10.1

 

Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan

(As amended and restated October 30, 2007)

 

Section 1.   The Program.

 

1.1  Effective Date; Duration; Administration. The Non-Employee Director Restricted Stock Award and Stock Deferral Program (“Program”) is being adopted under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (“Plan”), effective October 30, 2006. The Program is amended and restated as of October 30, 2007. No Award shall be made under this Program after the date of termination of the 2005 Stock Incentive Plan. The Program shall be subject to the provisions of the Plan and the terms and conditions set forth in this document. This Program shall be administered in accordance with the Plan.

 

1.2  Definitions. Capitalized terms used in this document shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein .

 

(a)  “Non-Employee Director” means a Director who is not also an employee of the Company or one of the Company’s Affiliates.

 

(b)  “Change in Control” shall have the meaning set forth in Appendix B to this Program.

 

Section 2. Restricted Stock Awards.

 

2.1   Award Dates.

 

(a)  As of the date of the annual meeting of the Company’s stockholders (“Annual Meeting”) held in 2007, each Non-Employee Director who is elected or reelected to the Board at such Annual Meeting shall be awarded shares of Restricted Stock with a Fair Market Value of $75,000 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of such Annual Meeting. As of the date of each Annual Meeting of the Company’s stockholders beginning with the 2008 Annual Meeting, each Non-Employee Director who is elected or reelected to the Board at such Annual Meeting shall be awarded shares of Restricted Stock with a Fair Market Value of $85,000 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of such Annual Meeting.

 

(b)  A Non-Employee Director who is first elected to the Board on or after August 7, 2006 and before January 1, 2008 at other than an Annual Meeting shall be awarded shares of Restricted Stock as of the Director’s first day of service as a Non-Employee Director with a Fair Market Value of $75,000 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of Award. A Non-Employee Director who is first elected to the Board on or after Janaury 1, 2008 and other than at an Annual Meeting shall be awarded shares of Restricted Stock as of the Director’s first day of service as a Non-Employee Director with a

 

1

---

 

Fair Market Value of $85,000 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of Award.

 

(c)  A Director may elect, in writing, in accordance with the provisions of Appendix A of this Program, to waive the Director’s right to receive the Award and instead receive an equal number of deferred Restricted Stock Units.

 

2.2  Issuance of Stock. As promptly as practicable after the date as of which a Restricted Stock Award is made, the Company shall issue Shares to the Non-Employee Director, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company.

 

2.3  Rights of Holders of Restricted Stock. Upon issuance of the shares of Restricted Stock, the Director shall have, subject to the restrictions of this Program and the Plan, all of the rights of a stockholder with respect to the Shares, including the right to vote the Shares and receive any cash dividends and any other distributions thereon, unless and until the Shares are forfeited.

 

2.4  Restricted Period. Restricted Stock shall be subject to the restrictions set forth in Sections 2.5 and 2.7 of this Program and the provisions of the Plan for a period (the “Restricted Period”) commencing on the date as of which the Restricted Stock is awarded (the “Award Date”) and ending on the earlier of:

 

(a)            the first anniversary of the Award Date; or

 

(b)            the first to occur of the following:

 

(i)             the retirement of the Director from the Board in compliance with the Board’s retirement policy as then in effect;

 

(ii)            the death of the Director;

 

(iii)           the termination of the Director’s service on the Board because the Director has been determined to be eligible for Social Security disability benefits (“Disability”); or

 

(iv)           the termination of the Director’s service on the Board following a Change in Control of the Company.

 

2.5  Forfeiture of Restricted Stock. As of the date (“Termination Date”) a Director ceases to be a member of the Board for any reason, the Director shall forfeit to the Company all shares of Restricted Stock awarded to the Director for which the Restricted Period has not ended as of or prior to the Termination Date.

 

2.6  Release of Restricted Stock. Restricted Stock shall be released to the Director, free and clear of all restrictions and other provisions of this Program or the Plan, on the first business

 

2

---

 

day immediately following the last day of the Restricted Period. Shares will be delivered to the Director as promptly as practicable after the end of the Restricted Period.

 

2.7  Restrictions. Restricted Stock shall be subject to the following restrictions during the Restricted Period:

 

(a)  The Restricted Stock shall be subject to forfeiture to the Company as provided in Section 2.5 of this Program.

 

(b)  The Restricted Stock may not be sold, transferred, pledged or otherwise encumbered during the Restricted Period, and neither the right to receive the Shares nor any interest under this Program or the Plan may be transferred by a Director, and any attempted transfer shall be void.

 

(c)  Any securities or property (other than cash) that may be issued with respect to the shares of Restricted Stock as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other provisions of this Program and the Plan.

 

(d) The issuance of Restricted Stock and the delivery of the Shares shall be subject to and contingent upon the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.

 

3

---

 

Appendix A

to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan

 

Section 1.   Purpose and Effect.

 

(a)            This Appendix A to the Non-Employee Director Restricted Stock Award and Stock Deferral Program under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “Program”) authorizes the deferral of income that would otherwise be recognized upon the lapse of restrictions applicable to Restricted Stock Awards under the Plan.

 

(b)            In accordance with the rules set forth in this Appendix A, Directors may waive their rights to receive Restricted Stock Awards under the Program and instead receive an equal number of deferred Restricted Stock Units in a deferred restricted stock unit account (“Deferred Restricted Stock Unit Account”) by making a timely deferral election in accordance with the provisions of this Appendix A (a “Deferral Election”).

 

Section 2.   Deferral Election.

 

(a)            A Non-Employee Director may make a Deferral Election in accordance with this Appendix A on or before December 31 of the year preceding the date of the Annual Meeting at which the Restricted Stock Award is to be made under the Program. If a Director’s initial election to the Board does not occur at an Annual Meeting, the Director may make a Deferral Election within 30 days after the date of being elected to the Board with respect to the Restricted Stock Award that would otherwise be granted as of the date of the next Annual Meeting. Directors first elected to the Board at an Annual Meeting are not eligible to make a Deferral Election with respect to the Restricted Stock Award for the year of election to the Board. A Director whose initial election to the Board does not occur at an Annual Meeting may make a Deferral Election with respect to the Restricted Stock Award that would otherwise be granted upon initial election to the Board no later than 30 days after first being elected to the Board provided that such election occurs prior to commencement of service as a Director.

 

(b)            A Deferral Election made pursuant to this Section 2 shall be timely made in writing and shall specify the time of payment in accordance with the rules for payment under Section 4 of this Appendix A. Any Deferral Election made pursuant to this Section 2 shall be irrevocable and shall apply to 100%, and not less than 100%, of the shares subject to the Restricted Stock Award. A Deferral Election will be applicable to all future Restricted Stock Awards unless and until the Deferral Election is rescinded in writing by the Non-Employee Director delivered to the Company (to the attention of the Corporate Secretary) by the time prescribed in Section 2(a) of this Appendix A.

 

4

 

(c)            Deferral Elections and beneficiary designations made pursuant to this Appendix A must be made in writing on forms substantially similar to the forms set forth in Exhibit I to this Appendix A, and shall be subject to such other procedural rules as the Committee may establish. The election forms must be received by the Company (to the attention of the Corporate Secretary) by the time prescribed in Section 2(a) of this Appendix A.

 

Section 3.                Deferred Restricted Stock Unit Account . A Deferred Restricted Stock Unit Account shall be established and maintained for each Director who has made a Deferral Election, subject to the following rules:

 

(a)            For each share of Restricted Stock deferred, a Restricted Stock Unit shall be credited to the Director’s Deferred Restricted Stock Unit Account as of the date the Restricted Stock Award otherwise would have been granted. The Restricted Stock Units shall be subject to forfeiture during the Restricted Period specified in Section 2.4 of this Program and any Deferred Restricted Stock Units in the Account shall be forfeited if the vesting requirement is not satisfied prior to the Payment Date specified in Section 4 of this Appendix A. No Shares will be issued to a Director until the Payment Date, as specified in Section 4 of this Appendix A.

 

(b)            On each payment date for any cash dividends paid on Shares of the Company, the Company shall pay to each Director an amount equal to the cash dividends that would be payable by the Company on a number Shares equal to the number of Restricted Stock Units in the Director’s Deferred Restricted Stock Unit Account as of such payment date. Such amounts shall be paid directly to each Director in cash and shall not be eligible for deferral under this Program.

 

(c)            The number of units credited to the Director’s Deferred Restricted Stock Unit Account shall be appropriately and equitably adjusted to reflect any change in the outstanding Shares of the Company in the event of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, or other similar corporate transaction or event affecting the Shares.

 

(d)            Directors who elect to make a Deferral Election in accordance with this Appendix A will have no rights as stockholders of the Company with respect to Restricted Stock Units credited to their Deferred Restricted Stock Unit Accounts.

 

Section 4.                Payment of Deferred Amounts .

 

(a)            Payment of the aggregate value of the Restricted Stock Units in the Director’s Account shall be made in a lump sum at the time specified by the Director in his or her Deferral Election (the “Payment Date”), but in no event later than the later of the last day of the calendar year in which the Payment Date occurs or the 15 ^th day of the third calendar month following the Payment Date. Notwithstanding the foregoing, in all events payment of a Director’s entire Deferred Restricted Stock Unit Account, subject to the expiration of the Restricted Period, shall be made in a lump sum as soon as administratively feasible following the termination of the Director’s service on the Board for any reason, but in no event later than the later of the last day of the calendar year in which such termination of service occurs or the ninetieth day following

 

5

 

such termination of service. The date of retirement or termination of service of a Director shall constitute the Payment Date for purposes of this Appendix A.

 

(b)            Payment of the aggregate value of the Restricted Stock Units in a Director’s Deferred Restricted Stock Unit Account shall be made solely in the form of Shares. As promptly as practicable following the Payment Date, the Company shall pay to the Director a number of Shares equal to the number of Restricted Stock Units in the Director’s Account on the Payment Date. The delivery of the Shares shall be subject to and contingent upon the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.

 

Section 5.                Payment in Event of Death of Non-Employee Director. A Director shall submit to the Company a written designation of the beneficiary or beneficiaries to whom payment of the aggregate value of the Director’s Deferred Restricted Stock Unit Account shall be made in the event of the Director’s death. Beneficiary designations must be in writing on forms substantially similar to the form set forth in Exhibit I to this Appendix A and shall be subject to such other procedural rules as the Committee may establish. Beneficiary designations shall become effective only when received by the Company. If no beneficiary designation form is on file with the Company on the date of death of the Director, or if no beneficiary is living on the Payment Date, the Director’s Account shall be distributed to the representative of the Director’s estate. Payment to the Director’s designated beneficiary shall be made in the form of Shares in accordance with the provisions of this Program.

 

Section 6.                Unfunded and Unsecured Program . The Director’s Deferred Restricted Stock Unit Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. The Deferred Restricted Stock Unit Account shall be unfunded for tax purposes and no provision shall be made at any time with respect to segregating assets of the Company for payment of amounts in the Deferred Restricted Stock Unit Account. The obligation of the Company to make payments pursuant to this Appendix A constitutes an unsecured but legally enforceable promise of the Company to make such payments.

 

Section 7.   Construction . This Appendix A is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended. Any Deferral Election that is inconsistent with Code section 409A shall not be effective.

 

6

 

Exhibit I to Appendix A

to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan

 

DEFERRAL ELECTION FORM

 

TO:		Alliant Techsystems Inc.
		Attn: Assistant Corporate Secretary

 

Pursuant to the terms and conditions of the Alliant Techsystems Inc. Non-Employee Director Restricted Stock Award and Stock Deferral Program (the “Program”), I hereby make the following irrevocable Deferral Election with respect to my future Restricted Stock Award or Awards as indicated below.

 

All capitalized terms not expressly defined in this Deferral Election Form shall have the meanings set forth in the Program.

 

1.          Deferral Election: I hereby irrevocably:

 

(a) elect to defer 100% of my Restricted Stock Awards that would otherwise be granted to me after the end of this calendar year (or, if newly elected to the Board, after the date of this Deferral Election) and until rescinded by me for Restricted Stock Awards in future calendar years in accordance with the Program; and

 

(b) agree that such Restricted Stock Awards shall be waived.

 

2.          Time of Payment:  I hereby irrevocably elect to have my Deferred Restricted Stock Unit Account paid out at the following time:

 

o   as soon as administratively practicable after I cease to be a Director of the Company; or

 

o   at such other time as here specified                                                                        (at least one year after the Award Date and not later than my termination of service as a Director or such earlier date as the Program may require).

 

I understand that all payments of my Deferred Restricted Stock Unit Account will be made in the form of Shares in accordance with the terms of the Program.

 

 

This Deferral Election is made as of the date of my signature below. I understand and acknowledge that to be effective this Deferral Election Form must be fully and properly completed and received by the Company in accordance with the terms of the Program.

 

I understand that the foregoing elections are irrevocable and will apply to all of the Restricted Stock Awards to be granted to me after the effective date of this Deferral Election unless and until I rescind this election for future Restricted Stock Awards to be made in the following calendar year and thereafter after my rescission is delivered in accordance with the Program.

 

I certify that the foregoing elections are not being made in reliance upon any financial or tax advice given by the Company. I understand that I should consult my own tax advisor as to the tax consequences of my Deferral Elections.

 

 

Date:
						Signature of Non-Employee Director
						Name:
Received by the Company:
Alliant Techsystems Inc.
Date:
Acknowledged:
			Name and Title
			Office of the Corporate Secretary

 

 

Exhibit I to Appendix A

to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan

 

DESIGNATION OF BENEFICIARY

(Please type or print)

 

Name of Director		Marital Status: Single		o
Social Security No.		Married		o

 

I hereby revoke any previous designation(s) of beneficiary made by me with respect to amounts payable by Alliant Techsystems Inc. (the “Company”) under the Company’s Non-Employee Director Restricted Stock Award and Stock Deferral Program in the event of my death; and I hereby designate the following person(s) or entity to receive, upon my death, any such amounts:

 

Primary Beneficiary or Beneficiaries:

 

Name:

Share:        %

Relationship:

Birth Date:

Address:

SS #

Name:

Share:        %

Relationship:

Birth Date:

Address:

SS #

 

Contingent Beneficiary or Beneficiaries (if your Primary Beneficiary(ies) all predecease you):

 

Name:

Share:        %

Relationship:

Birth Date:

Address:

SS #

Name:

Share:        %

Relationship:

Birth Date:

Address:

SS #

 

If none of my Primary or Contingent Beneficiaries survive me, any such accounts shall be paid to my estate. If you are designating a trust as the beneficiary, please include the name of the Trust, the name, address and phone number of the Trustee, the Federal tax I.D. number of the Trust, if available (in the Social Security number box), and in the Relationship box, write “Trustee”. If you are naming a charity, provide the name of the person to whom correspondence regarding the benefit may be addressed, the name, address, phone number and the Federal tax I.D. number of the charity (if available).

 

Date:

Director’s Signature:

 

 

Appendix B

to

Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan

 

“Change in Control” means any of the following:

 

•       The acquisition by any “person” or group of persons (a “Person”), as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or a “Subsidiary” (as defined below) or any Company employee benefit plan (including its trustee)) of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) (“Beneficial Ownership”), directly or indirectly, of securities of the Company representing, directly or indirectly, more than 50% of the total number of shares of the Company’s then outstanding “Voting Securities” (as defined below);

 

•       consummation of a reorganization, merger or consolidation of the Company, or the sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), in each case, unless, following such Business Combination, the individuals and entities who were the beneficial owners of the total number of shares of the Company’s outstanding Voting Securities immediately prior to both (1) such Business Combination and (2) any “Change Event” (as defined below) occurring within 12 months prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the total number of shares of the outstanding Voting Securities of the resulting corporation, or the acquiring corporation, as the case may be, immediately following such Business Combination (including, without limitation, the outstanding Voting Securities of any corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the total number of shares of the Company’s outstanding Voting Securities; or

 

•       any other circumstances (whether or not following a Change Event) which the Company’s Board of Directors (the “Board”) determines to be a Change in Control for purposes of this Plan after giving due consideration to the nature of the circumstances then represented and the purposes of this Plan. Any such determination made by the Board shall be irrevocable except by vote of a majority of the members of the Board who voted in favor of making such determination.

 

For purposes of this definition, a “Change in Control” shall not result from any transaction precipitated by the Company’s insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent.

 

 

For purposes of this definition:

 

•       “Change Event” means

 

(1)    the acquisition by any Person (other than the Company or a Subsidiary or any Company employee benefit plan (including its trustee)) of Beneficial Ownership, directly or indirectly, of securities of the Company directly or indirectly representing 15% or more of the total number of shares of the Company’s then outstanding Voting Securities (excluding the sale or issuance of such securities directly by the Company, or where the acquisition of such securities is made by such Person from five or fewer stockholders in a transaction or transactions approved in advance by the Board);

 

(2)    the public announcement by any Person of an intention to acquire the Company through a tender offer, exchange offer, or other unsolicited proposal; or

 

(3)    the individuals who are members of the Board (the “Incumbent Board”) as of the Award Date set forth in the Program cease for any reason to constitute at least a majority of the Board; provided, however, that if the nomination for election of any new director was approved by a vote of a majority of the Incumbent Board, such new director shall, for purposes of this definition, be considered a member of the Incumbent Board.

 

•       “Subsidiary” means a corporation as defined in Section 424(f) of the Internal Revenue Code with the Company being treated as the employer corporation for purposes of this definition.

 

•       “Voting Securities” means any shares of the capital stock or other securities of the Company that are generally entitled to vote in elections for directors.

 

Exhibit 10.2

 

ALLIANT TECHSYSTEMS INC.

DEFERRED FEE PLAN

FOR NON-EMPLOYEE DIRECTORS

(As amended and restated October 30, 2007)

 

1.                Deferral Election:  A non-employee director of Alliant Techsystems Inc. (the “Company”) electing to participate in this Plan (“Participant”) may defer the entire amount (the “Deferred Amount”) of one or more of the following:  annual retainer fee; Board meeting fees (including Committee meeting fees), if applicable; and annual Board committee chair fee.

 

2.                Timing of Election:  An election to defer fees payable during any calendar year must be received by the Company by the last business day of the preceding year. An election to defer fees will remain in effect for all calendar years subsequent to the date of receipt by the Company of such election to defer. A Participant may change or rescind an election to defer fees payable during a future calendar year by giving the Company written notice of such change or rescission by the last business day of the preceding year. The deferral of fees payable prior to the effective date of any such change or rescission shall be irrevocable; and any such change or rescission shall be effective only for calendar years following the receipt by the Company of such change or rescission. Notwithstanding the foregoing, an election may be made on or before March 15, 2005 to defer fees for 2005 and subsequent years that are payable after the date of such election.

 

New directors may participate in the Plan during the year they become directors by electing, within 30 days after the date they are elected directors, to defer fees and/or retainers payable for services rendered after the date of such deferral election.

 

3.                Deferral Options:  A Participant shall have the option of having the Deferred Amount credited to a cash unit account (“Cash Account”), a share unit account (“Share Account”), or a combination of the two.

 

4.                Share Accounts:  At the end of each calendar quarter ending on or prior to June 30, 2008, a Participant’s Share Account shall be credited with a number of units (“Share Units”) equal to (a) the portion of the Deferred Amount for such quarter designated to be credited to the Participant’s Share Account divided by (b) the closing sale price of the Company’s Common Stock (“Stock”) as reported on the New York Stock Exchange Composite Tape (“NYSE”) on the next to the last trading business day immediately preceding the end of such calendar quarter. Commencing after June 30, 2008, on the date of the Company’s annual meeting of stockholders, a Participant’s Share Account shall be credited with a number of Share Units equal to (a) the portion of the annual Deferred Amount that would otherwise be payable for the Participant’s upcoming term of service on the Board divided by (b) the closing sale price of the Company’s Stock as reported on the NYSE on the date of the Company’s annual meeting of stockholders.

 

Whenever cash dividends are paid by the Company on outstanding Stock, there shall be credited to the Share Account additional Share Units equal to (i) the aggregate dividend that would be payable on outstanding shares of Stock equal to the number of Share Units in the Share Account on the record date for the dividend divided by (ii) the closing price of the

 

 

Stock as reported on the NYSE on the last trading business day immediately preceding the date of payment of the dividend.

 

The number of Share Units credited to a Share Account shall be adjusted as appropriate in the event of any changes in the outstanding Stock by reason of any stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange of stock or other similar corporate change.

 

5.                Cash Accounts:  At the end of each calendar quarter ending on or prior to June 30, 2008, a Participant’s Cash Account shall be credited with the portion of the Deferred Amount for such quarter designated to be credited to the Participant’s Cash Account. Commencing after June 30, 2008, on the date of the Company’s annual meeting of stockholders, a Participant’s Cash Account shall be credited with the portion of the annual Deferred Amount designated to be credited to the Participant’s Cash Account. A Participant’s Cash Account balance at the beginning of each calendar quarter shall be credited at the end of such quarter with interest for the quarter at an annual rate equal to the average of the Company’s one-year borrowing cost as in effect at the beginning of the quarter and the end of the quarter, in each case as determined by the Company’s Chief Financial Officer.

 

6.                No Account Transfers:  A Participant may not transfer or convert a Share Account to a Cash Account or vice versa.

 

7.                Payment Options:  At the same time an election to defer is made, a Participant shall irrevocably select from the following options the method by which the portion of the Share Account/Cash Account balance(s) attributable to such election shall be paid:

 

A.            One lump sum, payable on the first business day of the calendar year following the year during which the Participant ceases to be a director of the Company (the “Valuation Date”), but in no event later than the last day of the calendar year in which the Valuation Date occurs; or

 

B.              In up to ten annual installments commencing on the Valuation Date, but in no event later than the last day of the calendar year in which the Valuation Date occurs. Each annual installment shall be treated as a separate payment for purposes of Internal Revenue Code Section 409A.

 

All payments made pursuant to this Plan shall be made in cash. The Share Units credited to a Share Account as of the Valuation Date shall be converted to cash and credited to a Cash Account in the following manner:  The amount credited to the Cash Account upon such conversion shall equal (i) the number of Share Units credited to the Share Account on the Valuation Date, multiplied by (ii) the average of the reported closing prices of the Stock as reported on the NYSE for the twenty consecutive trading business days immediately preceding the Valuation Date.

 

In the case of installment payments, the Cash Account shall be credited with interest pursuant to Section 5 above during the period that the installment payments are being made.

 

Notwithstanding the payment option selected by a Participant:

 

 

I.                  In no event shall any payment be made with respect to amounts credited to a Cash Account as a result of the conversion of Share Units to cash pursuant to this Section 7 until six months after the date of the Participant’s most recent election to defer a Deferred Amount into a Share Account; and

 

II.              In no event shall a Participant be entitled to receive annual installment payments if the amount credited to the Participant’s Cash Account (including any amounts credited thereto as a result of the conversion of Share Units to cash pursuant to this Section 7) is less than $50,000. In such event, the Participant shall receive a lump sum payment on the Valuation Date.

 

8.                Funding:  This Plan shall be non-funded. A Participant shall be a general unsecured creditor of the Company with respect to his or her Share Account/Cash Account balance(s).

 

9.                Administration:  This Plan shall be administered by the Nominating and Governance Committee of the Board of Directors, or such other committee of directors as may be designated by the Board, which shall have full power to formulate additional details and regulations for carrying out this Plan and to make interpretations of this Plan; provided that such interpretations shall not affect the obligation of the Company to pay a Participant his or her Share Account/Cash Account balance(s). Any election for deferral or distribution that is inconsistent with section 409A of the Internal Revenue Code of 1986, as amended, with respect to amounts otherwise payable after December 31, 2004 shall not be effective.

 

10.          Beneficiary:  A Participant may designate a beneficiary or beneficiaries to receive payments due under the Plan in the event of the Participant’s death. Such designation must be received by the Company prior to the Participant’s death. The Participant’s Share Account/Cash Account balance(s) shall be paid to the Participant’s beneficiary or beneficiaries in a lump sum as soon as practicable after the Participant’s death, but in no event later than the later of the ninetieth day after the Participant’s death or the last day of the calendar year in which the Participant’s death occurs. Any Share Units credited to a Share Account shall be converted to cash and credited to a Cash Account in the manner described in Section 9 above, in which case the Valuation Date shall be the date of the Participant’s death. In the absence of an effective beneficiary designation, the Participant’s Share Account/Cash Account balance(s) shall be paid to the Participant’s estate.

 

 

ALLIANT TECHSYSTEMS INC.

DEFERRED FEE PLAN

FOR NON-EMPLOYEE DIRECTORS

 

ELECTION TO DEFER

(See instructions on reverse side)

 

TO:                             Alliant Techsystems Inc.

 

Pursuant to the terms of the above Plan, I hereby make the following election with respect to fees payable to me as a director of Alliant Techsystems Inc. during calendar years after the date hereof:

 

1.                Deferred Amount:                I hereby elect to defer the following fees according to the terms of the Plan (check only those fees to be deferred):

 

	A.	o	annual retainer fee
	B.	o	Board meeting fees (including Committee meeting fees), if applicable
	C.	o	Committee Chair fee

 

2.

Type of Account:

I hereby elect to have my Deferred Amount allocated between a Share Account and Cash Account as Follows:

 

	Share Account:			%
	Cash Account:			%
	Total		100	%

 

3.

Payout Methods:

I hereby elect to have the portion of my Share Account/Cash Account balance(s) attributable to this election paid out as follows:

 

 

	A.	o	In one lump sum (on the first business day of the year after I cease being a director of the Company);
	or
	B.	o	In                     annual installments (commencing on the first business day of the year after I cease being a director of the Company).

 

I understand that this election will apply to fees payable during all future calendar years following receipt of this election by the Company; but that if I wish to change or rescind this election as to any future calendar year, I must so advise the Company in writing by the last business day of the preceding year. I also understand that the deferral of fees payable prior to the effective date of any such change or rescission shall be irrevocable ; and that any such change or rescission will apply only to fees payable during calendar years following the receipt by the Company of such change or rescission.

 

Date:
				(Signature of Non-Employee Director)

 

 

INSTRUCTIONS FOR COMPLETING

ELECTION TO DEFER

 

1.                        Deferred Amount:  You may defer the entire amount of one or more or all of the following:  installments of your annual retainer fee; your Board meeting fees (including your committee meeting fees), if applicable; and your committee chair fee. Place an “x” on the line in front of each of the above fees you wish to defer.

 

2.                        Type of Account:  You may have your Deferred Amount allocated to a Share Account or a Cash Account or a combination of the two. However, you may not reallocate amounts previously deferred between your Share Account and your Cash Account. Please elect the way you wish your Deferred Amount allocated by filling in the desired percentages on the blank spaces provided. The percentages inserted must add up to 100%.

 

3.                        Payout Method:  The Plan requires that, at the time you make an election to defer, you must also elect a payout method. You may elect from one of two payout methods —

 

A.                    You may elect a lump sum payout on the first business day of the calendar year following the year during which you cease to be a director of the Company. If you elect this option, place a check behind payout method A.

 

B.                      You may elect payout in up to ten annual installments commencing on the first business day of the calendar year following the year during which you cease to be a director of the Company. If you elect this option, place a check behind payout method B and insert in the blank space the number of installments (two through ten) you wish to receive.

 

IF YOUR ELECTION TO DEFER IS TO BE EFFECTIVE FOR FEES PAYABLE IN SUBSEQUENT YEARS, IT MUST BE RECEIVED BY THE COMPANY NOT LATER THAN DECEMBER 31st.

 

Send your completed election to:		Anne M. Koss
		Assistant Secretary
		MN01-1080
		Alliant Techsystems Inc.
		5050 Lincoln Drive
		Edina, MN 55436-1097

 

 

DESIGNATION OF BENEFICIARY

(Please type or print)

 

Name of Director		Marital Status: Single		o
Social Security No.		Married		o

 

I hereby revoke any previous designation(s) of beneficiary made by me with respect to amounts payable by Alliant Techsystems Inc. (the “Company”) under the Company’s Deferred Fee Plan for Non-Employee Directors in the event of my death; and I hereby designate the following person(s) or entity to receive, upon my death, any such amounts:

 

Primary Beneficiary or Beneficiaries:
Name:			Share:			%
Relationship:			Birth Date:
Address:
SS #
Name:			Share:			%
Relationship:			Birth Date:
Address:
SS #
Contingent Beneficiary or Beneficiaries (if your Primary Beneficiary(ies) all predecease you):
Name:			Share:			%
Relationship:			Birth Date:
Address:
SS #
Name:			Share:		%
Relationship:			Birth Date:
Address:
SS #
Date:			Director’s Signature:

 

Exhibit 10.3

 

ALLIANT TECHSYSTEMS INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

 

Amended and Restated as of October 30, 2007

 

Section 1. Introduction

 

1.1 The Plan; Effective Date; Duration. This Alliant Techsystems Inc. Amended and Restated Non-Employee Director Restricted Stock Plan (the “Plan”), is adopted on October 30, 2007. No award shall be made under the Plan after the expiration of 10 years from August 6, 1996, the original effective date of the Plan.

 

1.2 Purpose. The purpose of the Plan is to provide each non-employee member (“Director”) of the Board of Directors (the “Board”) of Alliant Techsystems Inc. (the “Corporation”) with awards of shares of common stock, par value $.01 per share (“Stock”), of the Corporation, subject to the restrictions and other provisions of the Plan. It is intended that the Plan will (a) permit Directors to increase their stock ownership and proprietary interest in the Corporation and their identification with the interests of the Corporation’s stockholders (“Stockholders”), (b) provide a means of compensating Directors that will help attract qualified candidates to serve as Directors, and (c) induce incumbent Directors to continue to serve if the Board desires that they remain on the Board.

 

1.3 Shares of Stock Available Under the Plan.

 

(a) Subject to any adjustments made pursuant to Section 1.3(c), the aggregate number of shares of Stock that may be issued under the Plan shall be 168,750, taking into account the effect of the stock splits in the form of stock dividends that were paid on November 10, 2000, September 7, 2001, and June 10, 2002.

 

(b) Shares of Stock awarded under the Plan may be (i) authorized but unissued shares of Stock, (ii) previously issued shares of Stock reacquired by the Corporation, including shares purchased in the open market (collectively, “Treasury Shares”), or (iii) a combination thereof.

 

(c) Appropriate and equitable adjustment shall be made in the number of shares of Stock available under the Plan and covered by Plan awards in the event of any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Corporation, stock split, reverse stock split, stock dividend, extraordinary dividend, liquidation, dissolution, or other similar corporate transaction or event affecting the Corporation.

 

 

Section 2. Restricted Stock Awards

 

2.1 Award Dates.

 

(a) As of the date of each annual meeting of Stockholders (“Annual Meeting”), commencing with the 1996 Annual Meeting and terminating December 31, 2001, each Director elected or reelected to the Board at such Annual Meeting shall be awarded 600 shares of restricted Stock (“Restricted Stock”). Commencing January 1, 2002 and terminating March 31, 2003, as of the date of each Annual Meeting, each Director elected or reelected to the Board at such Annual Meeting shall be awarded 750 shares of Restricted Stock. Commencing April 1, 2003, as of the date of each Annual Meeting, each Director elected or reelected to the Board at such Annual Meeting shall be awarded shares of Restricted Stock with a market value of $55,000 as determined by the closing market price of Stock on the date of such Annual Meeting. Notwithstanding the preceding sentence, as of the date of the Annual Meeting held in 2006 (but only if prior to August 6, 2006), each Director elected or reelected to the Board at such Annual Meeting shall be awarded shares of Restricted Stock with a market value of $75,000 as determinied by the closing market price of Stock on the date of such Annual Meeting.

 

(b) A Director who is elected to the Board on a date other than the date of an Annual Meeting shall be awarded shares of Restricted Stock as of such date of election with a market value of $55,000 as determined by the closing market price of the Stock on the date of such election.

 

(c) A Director may elect, in writing, on or prior to any date as of which the Director is entitled to receive a Restricted Stock award to waive the Director’s right to receive the award. Any such waiver shall apply to all future Restricted Stock awards the Director would otherwise be entitled to receive, and shall remain in effect until such time as the Director elects, in writing, to revoke such waiver. Any such revocation shall be effective with respect to Restricted Stock awards the Director is entitled to receive as of dates subsequent to the date of the revocation.

 

2.2 Issuance of Stock. As promptly as practical after the date as of which an award is made, the Corporation shall issue a certificate (“Certificate”), registered in the name of each Director receiving an award, representing the number of shares of Restricted Stock covered by the Director’s award.

 

2.3 Rights of Holders of Restricted Stock. Upon issuance of a Certificate, the Director in whose name the Certificate is registered shall, subject to the provisions of the Plan, have all of the rights of a Stockholder with respect to the shares of Restricted Stock represented by the Certificate, including the right to vote the shares and receive cash dividends and other cash distributions thereon.

 

2.4 Restricted Period. Restricted Stock shall be subject to the restrictions set forth in Sections 2.5 and 2.7 of the Plan and the other provisions of the Plan for a period (the “Restricted Period”) commencing on the date as of which the Restricted Stock is awarded (the “Award Date”) and ending on the earlier of:

 

2

 

(a)           the third anniversary of the Award Date with respect to an award of Restricted Stock to a Director; or

 

(b)           the first to occur of the following:

 

(i)             the retirement of the Director from the Board in compliance with the Board’s retirement policy as then in effect;

 

(ii)            the termination of the Director’s service on the Board as a result of the Director’s not being nominated for reelection by the Board, but not as a result of the Director’s declining to serve again;

 

(iii)           the termination of the Director’s service on the Board because the Director, although nominated for reelection by the Board, is not reelected by the Stockholders;

 

(iv)           the termination of the Director’s service on the Board because of (A) the Director’s resignation at the request of the Nominating Committee of the Board, (B) the Director’s removal by action of the Stockholders, or (C) the sale, merger or consolidation of, or a similar extraordinary transaction involving, the Corporation; or

 

(v)            the termination of the Director’s service on the Board because of disability or death.

 

2.5 Forfeiture of Restricted Stock. As of the date (“Termination Date”) a Director ceases to be a member of the Board for any reason, the Director shall forfeit to the Corporation all Restricted Stock awarded to the Director for which the Restricted Period has not ended as of or prior to the Termination Date.

 

2.6 Release of Restricted Stock. Restricted Stock shall be released to the Director, free and clear of all restrictions and other provisions of the Plan, on the first business day immediately following the last day of the Restricted Period with respect to such Restricted Stock, unless the Director has made a deferral election pursuant to Appendix A to the Plan.

 

2.7 Restrictions. Restricted Stock shall be subject to the following restrictions during the Restricted Period:

 

(a) The Restricted Stock shall be subject to forfeiture to the Corporation as provided in Section 2.5 of the Plan.

 

(b) The Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and neither the right to receive Restricted Stock nor any interest under the Plan may be assigned by a Director, and any attempted assignment shall be void.

 

3

 

(c) Each Certificate representing shares of Restricted Stock shall be held by the Corporation and shall, at the option of the Corporation, bear an appropriate restrictive legend and be subject to appropriate “stop transfer” orders. The Director shall deliver to the Corporation a stock power endorsed in blank to the Corporation.

 

(d) Any additional Stock or other securities or property (other than cash) that may be issued with respect to Restricted Stock as a result of any stock dividend, stock split, business combination or other event, shall be subject to the restrictions and other provisions of the Plan.

 

(e) The issuance of any Restricted Stock award shall be subject to and contingent upon (i) completion of any registration or qualification of the Stock under any federal or state law or governmental rule or regulation that the Corporation, in its sole discretion, determines to be necessary or advisable; (ii) the execution by the Director and delivery to the Corporation of (A) any agreement reasonably required by the Corporation, and (B) the stock power referred to in Section 2.7(c); and (iii) the payment by the Director to the Corporation of the par value of the Restricted Stock, except to the extent that Treasury Shares are issued in connection with the award.

 

Section 3. General Provisions

 

3.1 Administration. The Plan shall be administered by a committee (the “Committee”) that shall be the Nominating and Governance Committee of the Board or such other committee of Directors as may be designated by the Board. The Committee shall have full power, discretion and authority to interpret and administer the Plan, except that the Committee shall have no power to (a) determine the eligibility for awards of Restricted Stock or the number of shares of Restricted Stock to be awarded or the timing or value of awards of Restricted Stock to be awarded to any Director, or (b) take any action specifically delegated to the Board under the Plan. The Committee’s interpretations and actions shall, except as otherwise determined by the Board, be final, conclusive and binding upon all persons for all purposes.

 

3.2 No Retention Rights. Neither the establishment of the Plan nor the awarding of Restricted Stock to a Director shall be considered to give the Director the right to be retained on, or nominated for reelection to, the Board, or to any benefits or awards not specifically provided for by the Plan.

 

3.3 Interests Not Transferable. Except as to withholding of any tax required under the laws of the United States or any state or locality, no benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge, attach or otherwise encumber any such benefits whether currently or thereafter payable, shall be void. No benefit shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber such person’s benefits under the Plan, or if by reason of such person’s bankruptcy or any other event, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Committee, in its discretion, may terminate the interest in any such benefits of the person entitled

 

4

 

thereto under the Plan and hold or apply them to or for the benefit of such person entitled thereto under the Plan or such person’s spouse, children or other dependents, or any of them, in such manner as the Committee may deem proper.

 

3.4 Amendment and Termination. The Board may at any time amend or terminate the Plan; provided that:

 

(a) no amendment or termination shall, without the written consent of a Director, adversely affect the Director’s rights under outstanding awards of Restricted Stock; and

 

(b) Stockholder approval of any amendment shall be required if Stockholder approval is required under applicable law or the listing requirements of any national securities exchange on which are listed any of the Corporation’s equity securities.

 

3.5 Severability. If all or any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of the Plan not declared to be unlawful or invalid. Any Section or part thereof so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part thereof to the fullest extent possible while remaining lawful and valid.

 

3.6 Controlling Law. The law of Delaware, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan.

 

5

 

APPENDIX A
TO ALLIANT TECHSYSTEMS INC.
AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN

 

RESTRICTED STOCK DEFERRALS

 

Section 1.               Purpose and Effect .

 

(a)           This Appendix A to the Alliant Techsystems Inc. Amended and Restated Non-Employee Director Restricted Stock Plan (the “Plan”) authorizes the deferral of income that would otherwise be recognized upon the lapse of restrictions applicable to Restricted Stock awards under the Plan.

 

(b)           In accordance with the rules set forth in this Appendix A, Directors may elect to forfeit shares of Restricted Stock that would otherwise vest pursuant to the terms of the Plan and the relevant Restricted Stock award in exchange for the Corporation’s agreement to pay deferred compensation in the form of unrestricted shares of Stock (“Restricted Stock Deferral”). The Restricted Stock awards that may be subject to deferral elections authorized by this Appendix A are limited solely to those made under the Plan.

 

(c)           No Restricted Stock or other shares of Stock are authorized to be issued under this Appendix A other than pursuant to Section 5(c) of this Appendix A. Grants and vesting of Restricted Stock awards are governed by the Plan, as it may be amended from time to time.

 

Section 2.               Definitions . For purposes of this Appendix A, the terms defined in the Plan shall have the same meanings when used in this Appendix A. In addition, the terms listed below shall have the following meanings:

 

(a)           Deferred Stock Unit Account shall mean the account established for each Director in accordance with Section 5 of this Appendix A.

 

(b)           Stock Unit shall mean each one of the units credited to a Director’s Deferred Stock Unit Account based on the number of shares of Restricted Stock forfeited pursuant to Section 4 of this Appendix A or shares of Stock credited to the Deferred Stock Unit Account pursuant to Section 5(c) of this Appendix A.

 

Section 3.               Eligibility . A person shall be eligible to make deferrals pursuant to this Appendix A if he or she is a non-employee member of the Board of Directors of the Corporation who participates in the Plan. A person who ceases to be a non-employee member of the Board of the Corporation shall not be eligible to make deferrals pursuant to this Appendix A.

 

Section 4.               Restricted Stock Deferral .

 

(a)           For Restricted Stock with respect to which the Restricted Period would otherwise end pursuant to Section 2.4 of the Plan (the “Vesting Date”) before January 1, 2005, at least 12

 

 

complete months prior to the Vesting Date a Director may elect, in accordance with the procedures set forth in this Section 4 and elsewhere in this Appendix A, to forfeit all of such shares of Restricted Stock and be credited instead in the Director’s Deferred Stock Unit Account with a number of Stock Units equal to the number of shares of Restricted Stock forfeited pursuant to the deferral election. For Restricted Stock with respect to which the Vesting Date would otherwise occur between January 1, 2005 and December 31, 2008, a Director may make such a deferral election on or before March 15, 2005. For Restricted Stock with respect to which the Vesting Date would otherwise occur in 2009, a Director may make such a deferral election on or before December 31, 2005. If a Director is initially elected as a Director prior to the 2006 annual meeting of stockholders, the Director may make a deferral election within 30 days after the date of being elected to the Board with respect to the number of shares of Restricted Stock that would otherwise be granted as of the date of the 2006 annual meeting of stockholders.

 

(b)           A deferral election made pursuant to this Section 4 shall be timely made in writing in accordance with Section 7 of this Appendix A and shall specify the time of payment in accordance with the rules for payment under Section 6 of this Appendix A. Any deferral election made pursuant to this Section 4 shall be irrevocable and shall apply to 100%, but not less than 100%, of the shares of Restricted Stock with respect to which the Restricted Period would otherwise end on the Vesting Date.

 

(c)           For an election to defer Restricted Stock to be valid the deferral election form must (i) be received by the Corporation (to the attention of the Corporate Secretary) by the time prescribed in subsection (a) and (ii) provide for the forfeiture of the Restricted Stock which is the subject of the deferral election and, if applicable, the transfer to and reacquisition by the Corporation of such Restricted Stock as of the date of receipt by the Corporation of the election to defer.

 

Section 5.               Deferred Stock Unit Account . A Deferred Stock Unit Account shall be established and maintained on behalf of each Director for Restricted Stock deferred pursuant to this Appendix A, subject to the following rules:

 

(a)           For each share of Restricted Stock deferred, a Stock Unit shall be credited to the Director’s Deferred Stock Unit Account as of the Vesting Date of the Restricted Stock subject to the deferral election.

 

(b)           On each payment date for any cash dividends paid on the Corporation’s Stock, the Corporation shall pay to each Director an amount equal to the cash dividends that would be payable by the Corporation on a number of shares of Stock equal to the number of Stock Units in the Director’s Deferred Stock Unit Account as of such payment date. Such amounts shall be paid directly to each Director in cash and shall not be eligible for deferral under this Plan.

 

(c)           The number of units credited to the Director’s Deferred Stock Unit Account shall be appropriately and equitably adjusted to reflect any change in the outstanding Stock of the Corporation in the event of any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Corporation, stock split, reverse stock split, stock dividend, extraordinary dividend, liquidation, dissolution, or other similar corporate transaction or event affecting the Corporation.

 

2

 

(d)           Directors who elect to make a deferral of Restricted Stock in accordance with this Appendix A will have no rights as Stockholders of the Corporation with respect to Stock Units credited to their Deferred Stock Unit Accounts.

 

Section 6.               Payment of Deferred Amounts .

 

(a)           Payment of the aggregate value of 100% of the Stock Units in the Director’s Deferred Stock Unit Account shall be made in a lump sum at the time specified by the Director in his or her deferral election (the “Payment Date”), but in no event later than the later of the last day of the calendar year in which the Payment Date occurs or the 15 ^th day of the third calendar month following the Payment Date. Notwithstanding the foregoing, in all events payment of a Director’s entire Deferred Stock Unit Account shall be made in a lump sum as soon as administratively feasible following the termination of the Director’s service on the Board, but in no event later than the later of the last day of the calendar year in which such termination of service occurs or the ninetieth day following such termination of service. The date of termination of service of a Director shall constitute the Payment Date for purposes of this Appendix A.

 

(b)           Payment of the aggregate value of the Stock Units in a Director’s Deferred Stock Unit Account shall be made solely in the form of shares of Stock. On the Payment Date the Corporation shall pay to the Director a number of shares of Stock equal to the number of Stock Units in the Director’s Deferred Stock Unit Account on such Payment Date.

 

(c)           A Director shall submit to the Corporation a written designation of the beneficiary or beneficiaries to whom payment of the aggregate value of the Director’s Deferred Stock Unit Account shall be made in the event of the Director’s death. Beneficiary designations shall become effective only when received by the Corporation. If a Director has not designated a beneficiary, or if no beneficiary is living on the Payment Date, the Director’s vested account shall be distributed to the representative of the Director’s estate. Payment to the Director’s designated beneficiary shall be made in the form of Stock in accordance with the provisions of Sections 6(a) and 6(b) of this Appendix.

 

Section 7.               Forms and Procedure . Deferral elections and beneficiary designations made pursuant to this Appendix A must be made in writing on forms substantially similar to the forms set forth in Exhibit I to this Appendix A, and shall be subject to such other procedural rules as the Committee may establish.

 

Section 8.               Effect on Restricted Stock Awards . Deferral elections made pursuant to this Appendix A shall constitute amendments to the Restricted Stock awards to which the deferral elections apply, but only to the extent such Restricted Stock awards are expressly modified by this Appendix A. Any shares of Stock paid to a Director pursuant to this Appendix A with respect to a Director’s deferral election shall be issued under the Plan with respect to the corresponding Restricted Stock award.

 

Section 9.               Unfunded and Unsecured Plan . The Director’s Deferred Stock Unit Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. The Deferred Stock Unit Account shall be unfunded for tax purposes and no provision shall be

 

3

 

made at any time with respect to segregating assets of the Corporation for payment of amounts in the Deferred Stock Unit Account. The obligation of the Corporation to make payments pursuant to this Appendix A constitutes an unsecured but legally enforceable promise of the Corporation to make such payments.

 

Section 10. Effective Date . This Appendix A shall be effective as of the date adopted by the Board of Directors of the Corporation and the deferral election provided herein shall be available only with respect to awards of Restricted Stock made pursuant to the Plan on or after the effective date hereof. This Appendix A was amended and restated effective as of January 1, 2005 to comply with section 409A of the Internal Revenue Code of 1986, as amended. This Appendix A is further amended and restated as of October 30, 2007.

 

Section 11. Construction . Any deferral election that is inconsistent with Code section 409A with respect to Restricted Stock for which the Vesting Date is after December 31, 2004 shall not be effective.

 

4

 

EXHIBIT I TO APPENDIX A
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK
DEFERRAL ELECTION FORM
AND DESIGNATION OF BENEFICIARY FORM

 

ALLIANT TECHSYSTEMS INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK PLAN

Amended and Restated as of December 12, 2005

 

ELECTION TO DEFER

 

TO:                           Alliant Techsystems Inc.
Attn:  Assistant Secretary

 

Pursuant to the terms and conditions of the Alliant Techsystems Inc. Amended and Restated Non-Employee Director Restricted Stock Plan, Amended and Restated as of December 12, 2005 (the “Plan”), I hereby make the following election to defer with respect to Restricted Stock to be awarded to me pursuant to the Plan.

 

All capitalized terms not expressly defined in this election to defer have the meanings set forth in the Plan.

 

1.                                        Deferral of Restricted Shares: I hereby irrevocably:

 

(a)  elect to defer 100% of my Restricted Stock award described below that, in accordance with the provisions of the Plan, will be awarded on the date set forth below; and

 

(b)  agree that such Restricted Stock award shall be waived.

 

Please complete:

 

Number of Shares                           

 

Award Date of Shares:  August

 

Vesting Date:  August

 

As set forth in Section 4(a) of Appendix A to the Plan, “Vesting Date” means the date on which the Restricted Period ends with respect to that Restricted Stock pursuant to Section 2.4 of the Plan.

 

 

2.             Time of Payment:  I hereby irrevocably elect to have my Deferred Stock Unit Account paid out at the following time:

 

o   as soon as administratively practicable after I cease to be a Director of the Corporation; or

 

o   at such other time as here specified                                                                                     (not later than the Plan provides).

 

I understand that all payments of my Deferred Stock Unit Account will be made in the form of Stock of the Corporation in accordance with the terms of the Plan.

 

This election to defer is made as of the date of my signature below. I understand and acknowledge that to be effective this election to defer form must be fully and properly completed and received by the Corporation in accordance with the terms of the Plan.

 

I understand that the foregoing elections are irrevocable and will apply to all of the Restricted Stock described above. This election to defer constitutes an amendment to the Restricted Stock award to which this election applies, but only to the extent that the award of Restricted Stock is expressly modified by the election.

 

I certify that the foregoing elections are not being made in reliance upon any financial or tax advice given by the Corporation. I understand that I should consult my own tax advisor as to the tax consequences of my elections.

 

 

Date:

Director’s Signature:

 

 

Received by the Corporation:

 

Alliant Techsystems Inc.

 

Date:
Acknowledged:
		Name and Title
		Office of Corporate Secretary

 

2

 

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK PLAN

Amended and Restated as of December 12, 2005

 

DESIGNATION OF BENEFICIARY

(Please type or print)

 

Name of Director	Marital Status: Single		o
Social Security No.	Married		o

 

I hereby revoke any previous designation(s) of beneficiary made by me with respect to amounts payable by Alliant Techsystems Inc. (the “Corporation”) under the Corporation’s Non-Employee Director Restricted Stock Plan in the event of my death; and I hereby designate the following person(s) or entity to receive, upon my death, any such amounts:

 

Primary Beneficiary or Beneficiaries:

 

Name:	Share:         %	Relationship:	Birth Date:
Address:		SS #
Name:	Share:         %	Relationship:	Birth Date:
Address:		SS #

 

Contingent Beneficiary or Beneficiaries (if your Primary Beneficiary(ies) all predecease you):

 

Name:	Share:         %	Relationship:	Birth Date:
Address:		SS #
Name:	Share:         %	Relationship:	Birth Date:
Address:		SS #

 

 

Date:

Director’s Signature:

 

Exhibit 10.4

 

ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

 

 

As Amended and Restated Effective October 29, 2007

 

 

ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

 

TABLE OF CONTENTS

 

			Page
SECTION 1	INTRODUCTION		1
1.1.	Purposes of Plan		1
1.2.	History		1
1.3.	Adoption of Plan		3
SECTION 2	PLAN NAME		4
SECTION 3	PARTICIPATING EMPLOYEES		4
3.1.	Participating Employees		4
3.2.	Applicable Pension Plans		5
3.3.	Overriding Exclusion		5
SECTION 4	BENEFITS PAYABLE		5
4.1.	Benefit for Participating Employees		5
	4.1.1.	Amount of Benefit	5
	4.1.2.	Form of Payment	6
4.2.	Benefit to Beneficiaries		9
	4.2.1.	Amount of Benefit	9
	4.2.2.	Form of Payment	10
4.3.	Payment Subsequent to a Change of Control		10
4.4.	Special Rule for CECP		12
4.5.	Vesting		13
4.6.	General Distribution Rules		13
	4.6.1.	Section 162(m) Determination	13
	4.6.2.	Exception for Small Benefits	13
SECTION 5	FUNDING		13
5.1.	Funding		13

 

i

 

5.2.	Corporate Obligation			14
SECTION 6	GENERAL MATTERS			14
6.1.	Amendment and Termination			14
6.2.	Limited Benefits			14
6.3.	Spendthrift Provision			15
6.4.	Errors in Computations			15
6.5.	Correction of Errors			15
SECTION 7	FORFEITURE OF BENEFITS			15
SECTION 8	DETERMINATIONS AND CLAIMS PROCEDURE			16
8.1.	Determinations			16
8.2.	Claims Procedure			17
	8.2.1.		Original Claim	17
	8.2.2.		Review of Denied Claim	17
	8.2.3.		General Rules	17
8.3.	Limitations and Exhaustion			18
	8.3.1.	Limitations		18
	8.3.2.	Exhaustion Required		19
SECTION 9	PLAN ADMINISTRATION			19
9.1.	Committee			19
9.2.	Senior Vice President of Human Resources			19
9.3.	PRC			20
9.4.	Delegation			20
9.5.	Conflict of Interest			20
9.6.	Administrator			20
9.7.	Service of Process			20
9.8.	Expenses			20
9.9.	Tax Withholding			20
9.10.	Certifications			20
9.11.	Rules and Regulations			20
SECTION 10				21

 

ii

 

10.1.	Defined Terms	21
10.2.	ERISA Status	21
10.3.	IRC Status	21
10.4.	Effect on Other Plans	21
10.5.	Disqualification	21
10.6.	Rules of Document Construction	21
10.7.	References to Laws	22
10.8.	Effect on Employment	22
10.9.	Choice of Law	22

 

APPENDIX A	ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS	A-1
APPENDIX B	ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986	B-1
APPENDIX C	ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN	C-1
APPENDIX D	CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN	D-1
APPENDIX E	INDIVIDUAL EMPLOYMENT AGREEMENTS	E-1
APPENDIX F	SPECIAL SERP BENEFIT	F-1

 

iii

 

ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated October 29, 2007

 

SECTION 1

 

INTRODUCTION

 

1.1.                               Purposes of Plan . The purposes of the Alliant Techsystems Inc. Supplemental Executive Retirement Plan are:  (1) to restore the benefit amounts that would be payable to select participants in certain tax-qualified defined benefit pension plans sponsored by Alliant Techsystems Inc. (“Alliant”) as described in Section 3.2 hereof (the “Pension Plans”) absent the limitations in sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”) and absent a participant’s election to voluntarily defer compensation, (2) to pay frozen benefits under certain frozen plans as described in Appendix B, Appendix C and Appendix D, and (3) in certain cases, to provide additional benefits pursuant to employment agreements or other similar agreements between Alliant and employees who are members of a select group of management or highly compensated employees as described in Appendices E and F.

 

1.2.                               History . Alliant has heretofore adopted tax-qualified defined benefit Pension Plans called:  “ALLIANT TECHSYSTEMS INC. PENSION AND RETIREMENT PLAN,” “ALLIANT TECHSYSTEMS INC. RETIREMENT INCOME PLAN (GOCO),” “ALLIANT LAKE CITY RETIREMENT PLAN” and the “THIOKOL PROPULSION PENSION PLAN” (the “Pension Plans”) for the purpose of providing retirement benefits to certain of its employees and employees of certain affiliates. The Pension Plans are subject to the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and are intended to qualify under section 401(a) of the Code. By operation of section 401(a) of the Code, benefits under the Pension Plans are restricted so that they do not exceed maximum benefits allowed under section 415 of the Code. In addition, the maximum amount of annual compensation which may be taken into account for any plan participant may not exceed a fixed dollar amount which is established under section 401(a)(17) of the Code.

 

In 1990, Alliant was spun-off from Honeywell Inc. and, in connection therewith, established the Alliant Techsystems Inc. Retirement Plan as a “spin-off” from the Honeywell Inc. Retirement Benefit Plan. Effective September 28, 1990, for the purpose of paying the benefits Participating Employees would have been entitled to if Code section 415 and Code section 401(a)(17) limitations were not in effect and, also, to pay certain employees transferred from Honeywell Inc. benefits already accrued under the nonqualified plans sponsored by Honeywell Inc., Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY RETIREMENT PLAN (SRP)” by adoption of a document entitled the “Honeywell Supplementary Retirement Plan (SRP)”, and a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR COMPENSATION IN EXCESS OF $200,000 ($200K SERP)” by adoption of a document entitled the “Honeywell Supplementary Executive Retirement Plan for Compensation in Excess of $200,000 ($200K

 

 

SERP) (Amended through April 17, 1990)”. In addition, Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS” by adoption of a document entitled the “Honeywell Supplementary Executive Retirement Plan for CECP Participants (Amended Through April 17, 1990)” as a frozen plan with benefits only for certain employees acquired from Honeywell Inc. who were participants in the Plan while employed by Honeywell Inc. Alliant also adopted a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986” by adoption of a document entitled the “Honeywell Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986” as a frozen plan with benefits only for certain employees acquired from Honeywell Inc. who were participants in the Plan while employed by Honeywell Inc.

 

Pursuant to the subsequent acquisition of certain assets, employees and pension plan assets and obligations from Hercules Incorporated (the “Hercules Acquisition”), effective March 15, 1995, Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC. AEROSPACE PENSION RESTORATION PLAN” by adoption of the portion of a document entitled the “Hercules Employee Pension Restoration Plan Effective October 1, 1990” that provides benefits based on the Hercules Incorporated Retirement Income Plan and its successor plans, including the Hercules Incorporated Retirement Income Plan (Government-Owned, Corporation-Operated) and the Hercules Incorporated Pension Plan.

 

Alliant also adopted, pursuant to the Hercules Acquisition, the ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN (a plan which is memorialized in a document entitled the “Hercules Deferred Compensation Plan”) as a frozen plan with frozen benefits for certain employees acquired from Hercules Incorporated.

 

Effective September 1, 1999, Alliant adopted a nonqualified deferred compensation plan known as the “ALLIANT TECHSYSTEMS INC. MANAGEMENT DEFERRED COMPENSATION PLAN” which provides that certain employees can voluntarily defer compensation pursuant to a prior irrevocable agreement. Effective as of January 1, 2003, Alliant amended and restated its nonqualified deferred compensation plan by the adoption of a document entitled “ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN.”

 

Pursuant to the acquisition of certain assets, employees and pension plan assets and obligations from Alcoa, Inc. (the “Thiokol Acquisition”), Alliant adopted a plan known as the THIOKOL CORPORATION EXCESS PENSION PLAN (a plan which is memorialized in a document entitled “Thiokol Corporation Excess Pension Plan (Restated Effective October 1, 1990)”) that provides benefits based on the Thiokol Propulsion Pension Plan for certain Thiokol Propulsion employees acquired from Alcoa, Inc. The Thiokol Corporation Excess Pension Plan shall be merged with and into this Alliant Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.

 

Alliant also adopted, pursuant to the Thiokol Acquisition, the CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (a plan which is memorialized in a document entitled “CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective July 22, 1999”), as a frozen plan with

 

2

 

frozen benefits for certain employees acquired from Alcoa, Inc. The Cordant Technologies Inc. Supplemental Executive Retirement Plan was merged with and into this Alliant Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.

 

1.3.                               Adoption of Plan . Effective January 1, 2003, Alliant adopted this document entitled “ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN” as a complete amendment and restatement of the Alliant Techsystems Inc. Supplementary Retirement Plan, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Compensation in Excess of $200,000, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986, the Alliant Techsystems Inc. Aerospace Pension Restoration Plan, the Alliant Techsystems Inc. Deferred Compensation Plan, the Thiokol Corporation Excess Pension Plan and the Cordant Technologies Inc. Supplemental Executive Retirement Plan for employees who retire, die or otherwise terminate employment on or after January 1, 2003.

 

The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants is attached as Appendix A and incorporated herein for purposes of paying the benefits due thereunder, effective January 1, 2003. It applies only to those Participating Employees who were participants in the Honeywell Inc. CECP Plan and who are entitled to a “grandfathered” benefit under the Alliant Techsystems Inc. Retirement Plan.

 

The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986 is attached as Appendix B and incorporated herein for purposes of paying the benefits due thereunder, effective January 1, 2003. It applies only to those Participating Employees who were participants in such plan and who are entitled to a “grandfathered” benefit under Alliant Techsystems Inc. Retirement Plan.

 

The Alliant Techsystems Inc. Deferred Compensation Plan is attached as Appendix C and incorporated herein for purposes of paying frozen benefits for certain employees acquired from Hercules Incorporated.

 

The Cordant Technologies Supplemental Executive Retirement Plan is attached as Appendix D and incorporated herein for purposes of paying any benefit obligations acquired under that plan, which will be paid hereunder.

 

This Plan is amended and restated effective January 1, 2005 to comply with section 409A of the Code, to add certain benefits/distribution options for persons in Schedules 1 and 2, and to provide certain additional benefits as described in Appendix F.

 

3

 

SECTION 2

 

PLAN NAME

 

This plan shall be referred to as the ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”).

 

SECTION 3

 

PARTICIPATING EMPLOYEES

 

3.1.                                           Participating Employees . The individuals eligible to participate in and receive benefits under the Plan (“Participating Employees”) are those employees of Alliant Techsystems Inc. and its affiliates:

 

(a)                                                                       who are participants in the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any other nonqualified deferred compensation plan maintained by Alliant and its affiliates; or

 

(b)                                                                      whose individual employment agreement or other separate written agreement between Alliant (or an affiliate of Alliant) and such employee specifies that such employee is eligible to receive benefits under this Plan; or

 

(c)                                                                       who are Participants in one of the Pension Plans (as described in Section 3.2 below) and (i) who are actively employed by Alliant Techsystems Inc. or its affiliates or on approved leave of absence, and (ii) whose benefits under the applicable Pension Plan would be greater if computed without regard to the limits imposed under Code sections 401(a)(17) and 415; or

 

(d)                                                                      who are affirmatively selected for participation in this Plan by the Chief Executive Officer (“CEO”) of Alliant (or any person authorized to act on behalf of the CEO by the Board of Directors of Alliant Techsystems Inc. (the “Board of Directors”) and, for a Section 16 Officer, by the Personnel and Compensation Committee of the Board of Directors).

 

For purposes of this Plan, a Section 16 Officer is an officer of Alliant (or an affiliate of Alliant) who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. Notwithstanding anything apparently to the contrary contained in this Plan, the Plan shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by Alliant or any predecessor, successor or affiliate.

 

Notwithstanding anything apparently to the contrary contained in this Plan, no individual hired or rehired as an employee of Alliant or any of its affiliates on or after January 1, 2007 shall be a Participating Employee with respect to any period of employment beginning on or after January

 

4

 

1, 2007, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.

 

3.2.                                           Applicable Pension Plans . For purposes of this Plan, the “Pension Plans” are:

 

(a)                                                                       Alliant Techsystems Inc. Pension and Retirement Plan, including the benefit structures under such plan known as the Alliant Techsystems Inc. Retirement Plan, the Alliant Techsystems Inc. Aerospace Pension Plan, the ATK SEG Retirement Plan and the Federal Cartridge Company Pension Plan and the ATK Pension Equity Plan;

 

(b)                                                                      Alliant Techsystems Inc. Retirement Income Plan (GOCO), including the benefit structure known as the ATK Pension Equity Plan;

 

(c)                                                                       Alliant Lake City Retirement Plan; and

 

(d)                                                                      Thiokol Propulsion Pension Plan, including the benefit structure known as the ATK Pension Equity Plan.

 

3.3.                                           Overriding Exclusion . Notwithstanding anything apparently to the contrary in this Plan or in any written communication, summary, resolution or document or oral communication, no individual shall be a Participating Employee in this Plan, develop benefits under this Plan or be entitled to receive benefits under this Plan (either for the employee or his or her survivors) unless such individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA). If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participating Employee in this Plan at any time. If any person not so defined has been erroneously treated as a Participating Employee in this Plan, upon discovery of such error such person’s erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to reimburse Alliant for all amounts erroneously paid to him or her.

 

SECTION 4

 

BENEFITS PAYABLE

 

4.1.                                           Benefit for Participating Employees

 

4.1.1.                                                          Amount of Benefit . This Plan shall pay to Participating Employees the excess, if any, of

 

(a)                                                                       the amount that would have been payable under the applicable Pension Plan if such benefit had been determined:

 

5

 

(i)                                      without regard to the benefit limitations under section 415 of the Code, and

 

(ii)                                   without regard to compensation limitation of section 401(a)(17) of the Code, and

 

(iii)                                by including in Recognized Compensation, Earnings and Final Average Earnings (as defined under the applicable Pension Plan) amounts not otherwise included because they were deferred at the election of the Participating Employee under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any other nonqualified deferred compensation plan at the time or times when they would have been included but for such election to defer; and

 

(iv)                               as adjusted pursuant to the terms of any employment agreement or any separate written agreement between Alliant (or an affiliate of Alliant) and the Participating Employee; minus

 

(b)                                                                      the amount actually paid from the applicable Pension Plan.

 

Notwithstanding anything to the contrary in the Plan, if the Participating Employee is a Participant in the Alliant Techsystems Inc. Pension and Retirement Plan under the benefit structure formerly known as the ATK SEG Retirement Plan or the Federal Cartridge Company Pension Plan, any service of such Participating Employee before December 7, 2001, shall be disregarded for benefit accrual purposes in determining any excess benefit provided under this Plan.

 

Notwithstanding anything to the contrary in the Plan, this Plan shall pay to Participating Employees identified on Schedule 1 attached to the Plan who terminate employment at or after age 55 the greater of (i) the amount determined under this Section 4.1.1 or (ii) the amount determined under this Section 4.1.1 as if the applicable Pension Plan were the benefit structure known as the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan.

 

Notwithstanding anything apparently to the contrary in this Plan, no benefit of a Participating Employee who is a former employee of Alliant or any of its affiliates and who is rehired by Alliant or any of its affiliates on or after January 1, 2007 shall be attributable in whole or in part to employment, services or compensation after such rehire date, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.

 

4.1.2.                                                          Form of Payment .

 

(a)                                                                       Except as otherwise provided in this Section 4.1.2, for any Participating Employee who terminates employment and receives or begins to receive benefits under the applicable Pension Plan on or before December 31, 2006, the benefit under this Plan (minus any withholding and payroll taxes

 

6

 

which must be deducted therefrom) shall be paid to the Participating Employee in the same manner, at the same time, for the same duration and in the same form as if such benefit has been paid directly from the applicable Pension Plan. All elections and optional forms of settlement in effect and all other rules governing the payment of benefits under the applicable Pension Plan shall, to the extent practicable, be given effect under this Plan so that the Participating Employee will receive from a combination of the applicable Pension Plan and this Plan the same benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) which would have been received under the applicable Pension Plan if this Plan benefit had been paid from the applicable Pension Plan.

 

(b)                                                                      The provisions of subsection (a) of this Section 4.1.2 shall apply to any Participating Employee who terminated employment before January 1, 2005 and accrued no benefit under this Plan after December 31, 2004, but who does not receive or begin to receive benefits under the applicable Pension Plan on or before December 31, 2006.

 

(c)                                                                       Each Participating Employee identified on Schedule 2 attached to this Plan shall be permitted to elect on or before December 31, 2005 to receive benefits under this Plan in the form of a lump sum or any other form of payment available under the applicable Pension Plan. Lump sum payments shall be calculated as of the first day of the month following termination of employment, using the interest rate and mortality table described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment. Such payment shall be or begin to be made on the first day of the seventh month following the month in which the Participating Employee terminates employment if the Participating Employee is a “key employee,” within the meaning of section 416(i) of the Code (disregarding section 416(i)(5)), or on the first day of the first month following termination of employment if the Participating Employee is not such a “key employee,” but in no event later than the later of (i) the ninetieth day after whichever such date applies, or (ii) the last day of the calendar year in which such date occurs. Lump sum payments to “key employees” shall be credited with simple interest from the first day of the month following termination of employment to the date of payment at the interest rate described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment. In the case of payments in a form other than a lump sum, the first such payment to a Participating Employee who is a “key employee” shall include the amounts of the monthly payments for the preceding six months. If a Participating Employee identified in Schedule 2 elects a joint and survivor annuity, and the Participating Employee’s joint annuitant dies before payments begin, amounts otherwise payable as a joint and survivor annuity shall be paid in the form of a single life annuity.

 

7

 

(d)                                                                      Each Participating Employee not described in subsections (a), (b) or (c) of this Section 4.1.2, who terminates employment on or before December 31, 2006, shall receive payment of benefits under this Plan in the form of a lump sum on the later of (i) the earliest date after January 1, 2007 on which payment is administratively practicable, or (ii) the first day of the seventh month following termination of employment, but in neither case later than December 31, 2007. Lump sum payments shall be calculated as of January 1, 2007, using the mortality table described in section 417(e) of the Code and an interest rate that is the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on that date, except that lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Plan or the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan, (B) the Thiokol Pension Equity Plan under the Thiokol Propulsion Pension Plan, or (C) the Alliant Techsystems Pension Equity Plan under the Alliant Techsystems Inc. Retirement Income Plan (GOCO), shall be their Account Balances (as that term is defined under those benefit structures, respectively). Lump sum payments made after January 31, 2007 shall be credited with simple interest for the period from January 1, 2007 until the date of payment at a rate equal to the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on January 1, 2007.

 

(e)                                                                       Each Participating Employee not described in subsections (a), (b), (c), or (d) of this Section 4.1.2 shall receive payment of benefits under this Plan in the form of a lump sum on the later of (i) the first day of the seventh month following the month in which the Participating Employee terminates employment or (ii) January 31 of the calendar year following the calendar year in which the Participating Employee terminates employment, but in neither case later than the last day of the calendar year following the calendar year in which the Participating Employee terminates employment. All lump sum amounts paid under this Subsection (e) shall be determined as of the date of termination of employment, based on the mortality table described in section 417(e) of the Code and an interest rate that is the greater of 6% or the interest rate described in section 417(e) of the Code (as in effect under the Pension Plan on the first day of the month following termination of employment), except that lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Plan or the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan, (B) the Thiokol Pension Equity Plan under the Thiokol Propulsion Pension Plan, or (C) the Alliant Techsystems Pension Equity Plan under the Alliant Techysystems Inc. Retirement Income Plan (GOCO), shall be their Account Balances (as that term is defined under those benefit structures, respectively). Simple interest will be credited for the period from the first day of the month following termination of employment until the date of payment, at a rate

 

8

 

equal to the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment.

 

(f)                                                                         For purposes of Section 4.6.2 and subsections (d) and (e) of this Section 4.1.2, for lump sums calculated using the stated interest and mortality factors, lump sum amounts shall be determined on the basis of (i) the immediate annuity to which the Participating Employee is entitled under the applicable Pension Plan in the case of a Participating Employee who is entitled to an immediate annuity under the applicable Pension Plan, or (ii) the annuity to which the Participating Employee is entitled at Normal Retirement Age (as that term is defined in the applicable Pension Plan) under the applicable Pension Plan in the case of a Participating Employee who is not entitled to an immediate annuity under the applicable Pension Plan.

 

(g)                                                                      Any reference in this Plan to termination of employment shall mean the separation from service with Alliant and all entities treated as members of the same controlled group with Alliant under section 414(b) or (c) of the Code. Controlled group membership shall be determined by substituting “at least 50 percent” for “at least 80 percent” each place it appears in section 1563(a)(1), (2) and (3) of the Code, and by substituting “at least 50 percent” for “at least 80 percent” each place it appears in Treas. Reg. § 1.414(c)-2.

 

4.2.                                           Benefit to Beneficiaries .

 

4.2.1.                                                          Amount of Benefit . Unless the Participating Employee (i) is identified on Schedule 2 attached to this Plan and has received or begun to receive his or her benefits under this Plan prior to death, or (ii) has received a lump sum under Section 4.1 hereof, there shall be paid under this Plan to the surviving spouse or other joint or contingent annuitant or beneficiary the excess, if any, of

 

(a)                                                                       the amount which would have been payable under the applicable Pension Plan if such benefit had been determined:

 

(i)                                      without regard to the benefit limitations of section 415 of the Code, and

 

(ii)                                   without regard to compensation limitation of section 401(a)(17) of the Code, and

 

(iii)                                by including in Recognized Compensation, Earnings and Final Average Earnings (as defined under the applicable Pension Plan) amounts not otherwise included because they were deferred at the election of the Participating Employee under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any other nonqualified deferred compensation plan at the time or

 

9

 

times when they would have been included but for such election to defer; and

 

(iv)                               as adjusted pursuant to the terms of any employment agreement or any separate written agreement between Alliant and the Participating Employee; minus

 

(b)                                                                      the amount actually paid from the applicable Pension Plan.

 

4.2.2.                                                          Form of Payment . Except as may be specifically provided in this Plan, this benefit (minus any withholding and payroll taxes which must be deducted therefrom) shall be paid to such person in the same manner, at the same time, for the same duration and in the same form as if such benefit has been paid directly from the applicable Pension Plan. All elections and optional forms of settlement in effect and all other rules governing the payment of benefits under the applicable Pension Plan shall, to the extent practicable, be given effect under this Plan so that such person will receive from a combination of the applicable Pension Plan and this Plan the same benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) if this Plan benefit had been paid from the applicable Pension Plan. Notwithstanding the foregoing provisions of this Section 4.2.2, in the event of the death of any Participating Employee who (i) is not described in subsections (a), (b), or (c) of Section 4.1.2 or (ii) is described in subsection (c) of Section 4.1.2 but dies before payment under this Plan has been made or begun, payment of any benefits under this Section 4.2 shall be made in a lump sum, determined in accordance with Section 4.1.2(d) or (e), as applicable, as soon as administratively practicable after the Participating Employee’s death, but in no event later than the later of the ninetieth day after the Participating Employee’s death or the last day of the calendar year in which the Participating Employee’s death occurs.

 

4.3.                                                                   Payment Subsequent to a Change of Control . Notwithstanding any Plan provision to the contrary, if subsequent to a Change of Control (as defined in the applicable Pension Plan), a Participating Employee’s termination of employment is a Qualifying Termination (as defined below), the present value of the benefits payable pursuant to Section 4.1 utilizing the actuarial assumptions, factors and methods in effect for the applicable Pension Plan for funding purposes immediately prior to the Change of Control shall be paid as a lump sum cash payment to the Participating Employee, determined in accordance with Section 4.1.2(e), on the later of (i) the first day of the seventh month following the month in which employment terminates or (ii) January 31 of the calendar year following the calendar year in which employment terminates, but in no event later than the last day of the calendar year following the calendar year in which employment terminates.

 

For purposes of this Section 4.3, a “Qualifying Termination” means the occurrence of one of the following events within three (3) years after the Change of Control and on or before December 31, 2006:

 

(a)                                                                       a termination of employment of a Participating Employee for any reason other than Cause (as defined below), retirement or Disability (as defined by the applicable Pension Plan); or

 

10

 

(b)                                                                      the voluntary termination of a Participating Employee for one or more of the following reasons:

 

(i)                                      Salary reduction below rates in effect immediately prior to the Change of Control;

 

(ii)                                   Bonus reduction below the greater of target as in effect immediately prior to the Change of Control or the average of the past three (3) years;

 

(iii)                                Long-term incentive opportunity reduction, below the economic value of all annual awards granted under the policies in effect prior the Change of Control;

 

(iv)                               Welfare benefits or retirement program reduction, unless the program applies to all exempt employees and is terminated by Alliant in its entirety or a materially comparable substitute plan is made available;

 

(v)                                  Change in work location of 50 miles or greater, unless consented to by the Participating Employee or permitted by an employment agreement;

 

(vi)                               Reduction in title or responsibilities; or

 

(vii)                            Failure by Alliant to obtain the assumption of the Plan from a successor;

 

provided; however, such termination shall not be deemed a Qualifying Termination unless Alliant receives written notice from the Participating Employee within 60 days after the occurrence of such events and Alliant does not cure the stated reason within 30 days.

 

(c)                                                                       Termination by Alliant within one year after a Change Event if it can be demonstrated that the termination was at the request of a third party that had entered into negotiations or an agreement with Alliant with respect to a subsequent Change of Control or was otherwise in connection with such Change of Control. For purposes of this Section 4.3, a “Change Event” is determined to occur upon one or more of the following events:

 

(i)                                      acquisition by an individual, entity or group of 15% or more of Alliant’s stock (excluding a sale or issuance by Alliant or where the acquisition is made from five or fewer shareholders in a transaction approved in advance by the Board of Directors).

 

(ii)                                   the public announcement of the intention to acquire Alliant through a tender offer, exchange offer or other unsolicited proposal.

 

11

 

Termination due to retirement, death or Disability does not constitute a Qualifying Termination.

 

For purposes of this Section 4.3, “Cause” is defined as:

 

(a)                                                                       Conviction of a felony or guilty or nolo contendere plea in connection therewith) involving a sentence of incarceration of at least three (3) months, provided such felony relates to Alliant’s business or activities engaged in while on Alliant’s premises or in connection with Alliant’s business; or

 

(b)                                                                      Board determination of a material breach of duties and responsibilities, subject to a thirty-day cure period.

 

4.4.                                           Special Rule for CECP . This Plan shall pay to Participating Employees who are also entitled to benefits under the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants (see Appendix A) the excess, if any, of:

 

(i)                                      the amount that would have been payable under the applicable Pension Plan if such benefit had been determined without regard to the benefit limitations under section 415 of the Code and without regard to compensation limitation of section 401(a)(17) of the Code plus, if applicable, the amount that would have been payable if the amount of any deferred incentive award in the year in which the award would otherwise have been paid by the Honeywell Inc. Corporate Executive Compensation Plan would have been included under the definition of “Earnings” for purposes of arriving at “Final Average Earnings,” over

 

(ii)                                   the amount actually paid from the applicable Pension Plan after taking into account the benefit limitations under section 415 of the Code and the compensation limitation of section 401(a)(17) of the Code plus, if applicable, the amount actually paid from the Honeywell Inc. Corporate Executive Compensation Plan for CECP Participants (Appendix A).

 

This benefit (minus any withholding and payroll taxes which must be deducted therefrom) shall be paid to the Participating Employee in the same manner, at the same time, for the same duration and in the same form as if such benefit has been paid directly from the applicable Pension Plan. All elections and optional forms of settlement in effect and all other rules governing the payment of benefits under the applicable Pension Plan shall, to the extent practicable, be given effect under this Plan so that the Participating Employee will receive from a combination of the applicable Pension Plan and this Plan the same benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) which would have been received under the applicable Pension Plan if the limitation on benefits under section 415 of the Code, the compensation limitation of section 401(a)(17) of the Code and the exclusion from the definition of “Earnings” of the amount of any deferred incentive award had not been in effect.

 

12

 

4.5.                                           Vesting . The benefit of a Participating Employee under this Plan shall vest when the applicable Pension Plan vests, including any full (100%) vesting due to a Change in Control (as defined under the applicable Pension Plan), or, if earlier, pursuant to the terms of any employment agreement or separate written agreement between Alliant (or an affiliate of Alliant) and the Participating Employee.

 

4.6.                                           General Distribution Rules .

 

4.6.1.                                                          Section 162(m) Determination . If a Participating Employee will receive a lump sum under the Plan pursuant to Section 4.1 or Section 4.3 and if the PRC (or, for any Section 16 Officer, the Board of Directors) determines that delaying the time such payment is made would increase the probability that such payment would be fully deductible for federal or state income tax purposes, Alliant may unilaterally delay the time of the making of such payment or any portion of such payment until the earliest year during which Alliant reasonably anticipates that the payment will be fully deductible, but not later than twenty-four (24) months after the date such payment would otherwise be payable.

 

4.6.2.                                                          Exception for Small Benefits . Notwithstanding any other provision of this Plan to the contrary, Alliant shall pay any benefit which is payable under this Plan to a Participating Employee or a Beneficiary in a lump sum payment, at the time otherwise required under the terms of this Plan, if the present value of the benefit (as determined under the actuarial factors for the applicable Pension Plan for such Participating Employee or Beneficiary) is $50,000 or less, and the Participating Employee or Beneficiary either has accrued a benefit under this Plan after December 31, 2004 or is not receiving benefit payments under this Plan on or before December 31, 2005. In the case of any Participating Employee or Beneficiary who accrued no benefit under this Plan after December 31, 2004 and is receiving benefit payments under this Plan on or before December 31, 2005, Alliant, in its discretion, may pay any remaining benefit which is payable under this Plan in a lump sum payment if the present value of the benefit (as determined under the actuarial factors for the applicable Pension Plan for such Participating Employee or Beneficiary) is $50,000 or less. Notwithstanding any provisions of this Section 4.6.2 to the contrary, lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Plan or the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan, (B) the Thiokol Pension Equity Plan under the Thiokol Propulsion Pension Plan, or (C) the Alliant Techsystems Pension Equity Plan under the Alliant Techsystems Inc. Retirement Income Plan (GOCO), shall be their Account Balances (as that term is defined under those benefit structures, respectively).

 

SECTION 5

 

FUNDING

 

5.1.                               Funding . Alliant shall be responsible for paying all benefits due hereunder. Until all payments due under Section 4 are paid in full and for the purpose of facilitating the payment of benefits due under those Sections, Alliant may (but shall not be required to) establish and maintain a grantor trust pursuant to an agreement between Alliant and a trustee selected by

 

13

 

Alliant; provided, however, that any such grantor trust must be structured so that it does not result in any federal income tax consequences to any Participating Employee until such employee actually receives payments due under Section 4. Alliant may contribute to a grantor trust thereby created such amounts as it may from time to time determine.

 

5.2.                               Corporate Obligation . Neither Alliant’s officers nor any member of its Board of Directors nor any member of the PRC in any way secures or guarantees the payment of any benefit or amount which may become due and payable hereunder to or with respect to any Participating Employee. Each Participating Employee and other person entitled at any time to payments hereunder shall look solely to the assets of Alliant for such payments as an unsecured, general creditor. After benefits shall have been paid to or with respect to a Participating Employee and such payment purports to cover in full the benefit hereunder, such former Participating Employee or other person or persons, as the case may be, shall have no further right or interest in the other assets of Alliant in connection with this Plan. Neither Alliant nor any of its officers nor any member of its Boards of Directors nor any member of the PRC shall be under any liability or responsibility for failure to effect any of the objectives or purposes of the Plan by reason of the insolvency of Alliant.

 

SECTION 6

 

GENERAL MATTERS

 

6.1.                                           Amendment and Termination . Alliant reserves the power to amend or terminate this Plan either prospectively or retroactively or both:

 

(a)                                                                       in any respect by resolution of the Board of Directors of Alliant; or

 

(b)                                                                      in any respect by action of the Personnel and Compensation Committee of the Board of Directors of Alliant (or any successor committee); or

 

(c)                                                                       in any respect by action of any other committee or person determined by the Board of Directors of Alliant;

 

at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate or curtail the benefits of this Plan both with regard to persons expecting to receive benefits in the future and persons already receiving benefits at the time of such action; provided, however, that Alliant may not amend or terminate the Plan with respect to benefits that have accrued and are vested pursuant to Section 4.3, the applicable Pension Plan or an individual agreement between Alliant and the Participating Employee. No modification of the terms of this Plan shall be effective unless it is in writing and signed on behalf of Alliant by a person authorized to execute such writing. No oral representation concerning the interpretation or effect of this Plan shall be effective to amend the Plan.

 

6.2.                                           Limited Benefits . This Plan shall not provide any benefits with respect to any defined contribution plan.

 

14

 

6.3.                                           Spendthrift Provision . No Participating Employee, surviving spouse, joint or contingent annuitant or beneficiary shall have the power to transmit, assign, alienate, dispose of, pledge or encumber any benefit payable under this Plan before its actual payment to such person. The PRC shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, execution following judgment or other legal process before actual payment to such person.

 

6.4.                                           Errors in Computations . Alliant shall not be liable or responsible for any error in the computation of any benefit payable to or with respect to any Participating Employee resulting from any misstatement of fact made by the Participating Employee or by or on behalf of any survivor to whom such benefit shall be payable, directly or indirectly, to Alliant, and used by Alliant in determining the benefit. Alliant shall not be obligated or required to increase the benefit payable to or with respect to such Participating Employee which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participating Employee. However, the benefit of any Participating Employee which is overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment).

 

6.5.                                           Correction of Errors . If any Participating Employee in any written statement required under the Plan document shall misstate such Participating Employee’s age or the age of any person upon whose survival the payment of any benefit in respect of such Participating Employee is contingent or any other fact the misstatement of which would affect the amount of a benefit payable hereunder, the accrual of benefits in respect of such Participating Employee shall not be invalidated, but the amount of the benefit to be available with respect to such Participating Employee will be adjusted retroactively to the amount which would have been payable if such fact or facts had not been misstated. It is recognized that errors may occur during the administration of the Plan which may result in incorrect statement or payment of benefits. If an administrative error occurs, the amount of benefits available to such Participating Employee shall be the correct amount determined under the Plan document and future benefits to such Participating Employee shall be adjusted to reflect any prior mistakes under rules adopted by Alliant. If no further benefits are payable under the Plan, Alliant will take whatever steps it determines are reasonable to collect such overpayments on behalf of the Plan. In no event will the Plan be liable to pay any greater benefit in respect of any Participating Employee than that which would have been payable on the basis of the truth and the provisions of this Plan document.

 

SECTION 7

 

FORFEITURE OF BENEFITS

 

All unpaid benefits under this Plan shall be permanently forfeited upon the determination by Alliant that the Participating Employee, either before or after termination of employment:

 

(a)                                                                       engaged in a criminal or fraudulent conduct resulting in material harm to Alliant or an affiliate of Alliant; or

 

15

 

(b)                                                                      made an unauthorized disclosure to any competitor of any material confidential information, trade information or trade secrets of Alliant or an affiliate of Alliant; or

 

(c)                                                                       provided Alliant or an affiliate of Alliant with materially false reports concerning his or her business interests or employment; or

 

(d)                                                                      made materially false representations which are relied upon by Alliant or an affiliate of Alliant in furnishing information to an affiliate, partner, shareholders, accountants, auditor, a stock exchange, the Securities and Exchange Commission or any regulatory or governmental agency; or

 

(e)                                                                       maintained an undisclosed, unauthorized and material conflict of interest in the discharge of the duties owed by him or her to Alliant or an affiliate of Alliant; or

 

(f)                                                                         engaged in conduct causing a serious violation of state and federal law by Alliant or an affiliate of Alliant; or

 

(g)                                                                      engaged in theft of assets or funds of Alliant or an affiliate of Alliant; or

 

(h)                                                                      has been convicted of any crime which directly or indirectly arose out of his her employment relationship with Alliant or an affiliate of Alliant or materially affected his or her ability to discharge the duties of his or her employment with Alliant or an affiliate of Alliant; or

 

(i)                                                                          engaged during his or her employment or within two (2) years after termination of employment in any employment with a competitor, or engaged in any activity in competition with Alliant, without the consent of Alliant.

 

SECTION 8

 

DETERMINATIONS AND CLAIMS PROCEDURE

 

8.1.                                           Determinations . The Personnel and Compensation Committee of Alliant Techsystems Inc.’s Board of Directors (the “Committee”) and the ATK Pension and Retirement Committee (“PRC”) shall make such determinations as may be required from time to time in the administration of the Plan. The Committee and the PRC shall have the final and conclusive discretionary authority and responsibility to interpret and construe the Plan and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of Participating Employees and Beneficiaries, and the amounts of their respective interests. Each interested party may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

 

16

8.2.                                           Claims Procedure . Until modified by the Committee, the claims procedure set forth in this Section 8 shall be the mandatory claims and review procedure for the resolution of disputes and disposition of claims filed under the Plan.

 

8.2.1.                                                          Original Claim . Any person may, if he or she so desires, file with the PRC (or in the case of a Section 16 officer, the Committee) a written claim for benefits under this Plan. Within ninety (90) days after the filing of such a claim, the PRC (or the Committee for a Section 16 officer) shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole or in part, the PRC (or the Committee for a Section 16 officer) shall state in writing:

 

(a)                                                                       the specific reasons for the denial;

 

(b)                                                                      the specific references to the pertinent provisions of the Plan on which the denial is based;

 

(c)                                                                       a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

 

(d)                                                                      an explanation of the claims review procedure set forth in this section.

 

8.2.2.                                                          Review of Denied Claim . Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Committee a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review.

 

8.2.3.                                                          General Rules .

 

(a)                                                                       No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure. The PRC may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the PRC upon request.

 

(b)                                                                      All decisions on original claims shall be made by the PRC (or the Committee for a Section 16 officer) and all decisions on requests for a review of denied claims shall be made by the Committee.

 

17

 

(c)                                                                       the PRC and the Committee may, in their discretion, hold one or more hearings on a claim or a request for a review of a denied claim.

 

(d)                                                                      A claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the PRC and the Committee reserves the right to require the claimant to furnish written authorization. A claimant’s representative shall be entitled, upon request, to copies of all notices given to the claimant.

 

(e)                                                                       The decision of the PRC (or the Committee for a Section 16 officer) on a claim and a decision of the Committee on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

 

(f)                                                                         Prior to filing a claim or a request for a review of a denied claim, the claimant or his or her representative shall have a reasonable opportunity to review a copy of the Plan and all other pertinent documents in the possession of the PRC and the Committee.

 

(g)                                                                      The PRC and the Committee may permanently or temporarily delegate its responsibilities under this claims procedure to an individual or a committee of individuals.

 

8.3.                                           Limitations and Exhaustion .

 

8.3.1.                                                          Limitations . No claim shall be considered under these administrative procedures unless it is filed with the PRC (or the Committee for a Section 16 officer) within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based. Every untimely claim shall be denied by the PRC (or the Committee for a Section 16 officer) without regard to the merits of the claim. No legal action (whether arising under section 502 or section 510 of ERISA or under any other statute or non-statutory law) may be brought by any claimant on any matter pertaining to this Plan unless the legal action is commenced in the proper forum before the earlier of:

 

(a)                                                                       two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or

 

(b)                                                                      ninety (90) days after the claimant has exhausted these administrative procedures.

 

Knowledge of all facts that a Participating Employee knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a Beneficiary of the Participating Employee (or otherwise claims to derive an entitlement by reference to a Participating Employee) for the purpose of applying the one (1) year and two (2) year periods.

 

18

 

8.3.2.                                                          Exhaustion Required . The exhaustion of these administrative procedures is mandatory for resolving every claim and dispute arising under this Plan. As to such claims and disputes:

 

(a)                                                                       no claimant shall be permitted to commence any legal action relating to any such claim or dispute (whether arising under section 502 or section 510 of ERISA or under any other statute or non-statutory law) unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted; and

 

(b)                                                                      in any such legal action all explicit and implicit determinations by the PRC and the Committee (including, but not limited to, determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

 

SECTION 9

 

PLAN ADMINISTRATION

 

9.1.                                           Committee. Except as otherwise provided herein, functions generally assigned to Alliant shall be discharged by the Committee or delegated and allocated as provided herein.

 

9.2.                                           Senior Vice President of Human Resources. The most senior executive responsible for the human resources function (“Senior Vice President of Human Resources”) shall:

 

(a)                                                                       keep all books of account, records and other data as may be necessary for the proper administration of the Plan; notify Alliant of any action taken by the PRC and, when required, notify any other interested person or persons;

 

(b)                                                                      determine from the records of Alliant the compensation, status and other facts regarding Participating Employees and other employees;

 

(c)                                                                       prescribe forms to be used for distributions, notifications, etc., as may be required in the administration of the Plan;

 

(d)                                                                      set up such rules, applicable to all Participating Employees similarly situated, as are deemed necessary to carry out the terms of this Plan;

 

(e)                                                                       perform all other acts reasonably necessary for administering the Plan and carrying out the provisions of this Plan and performing the duties imposed on it by the Board of Directors;

 

(f)                                                                         resolve all questions of administration of the Plan not specifically referred to in this section; and

 

19

 

(g)                                                                      delegate or redelegate to one or more persons, jointly or severally, such functions assigned to the Senior Vice President of Human Resources hereunder as it may from time to time deem advisable.

 

9.3.                                           PRC.  If there shall at any time be three (3) or more members of the PRC serving hereunder who are qualified to perform a particular act, the same may be performed, on behalf of all, by a majority of those qualified, with or without the concurrence of the minority. No person who failed to join or concur in such act shall be held liable for the consequences thereof, except to the extent that liability is imposed under ERISA.

 

9.4.                                           Delegation . The Committee and the members of the Committee and PRC shall not be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan or pursuant to procedures set forth in the Plan Statement.

 

9.5.                                           Conflict of Interest . If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participating Employee in this Plan, such Participating Employee shall have no authority with respect to any matter specially affecting such Participating Employee’s individual rights hereunder or the interest of a person superior to him or her in the organization (as distinguished from the rights of all Participating Employees and Beneficiaries or a broad class of Participating Employees and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participating Employee, and such Participating Employee shall act only in such Participating Employee’s individual capacity in connection with any such matter.

 

9.6.                                           Administrator . Alliant shall be the administrator for purposes of section 3(16)(A) of ERISA.

 

9.7.                                           Service of Process . In the absence of any designation to the contrary by the PRC, the General Counsel of Alliant is designated as the appropriate and exclusive agent for the receipt of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

 

9.8.                                           Expenses . All expenses of administering this Plan shall be borne by Alliant.

 

9.9.                                           Tax Withholding . Alliant shall withhold the amount of any federal, state or local income tax or other tax required to be withheld by Alliant under applicable law with respect to any amount payable under this Plan.

 

9.10.                                     Certifications . Information to be supplied or written notices to be made or consents to be given by the Board of Directors or the PRC pursuant to any provision of this Plan may be signed in the name of the Board of Directors, the Committee or the PRC by any officer who has been authorized to make such certification or to give such notices or consents.

 

9.11.                                     Rules and Regulations . Any rule not in conflict or at variance with the provisions hereof may be adopted by the PRC.

 

20

 

SECTION 10

 

CONSTRUCTION

 

10.1.                                     Defined Terms . Words and phrases used in this Plan with initial capital letters, which are defined in the applicable Pension Plans’ documents and which are not separately defined in this Plan shall have the same meaning ascribed to them in the applicable Pension Plans’ documents unless in the context in which they are used it would be clearly inappropriate to do so.

 

10.2.                                     ERISA Status . This Plan is maintained with the understanding that it is a nonqualified deferred compensation plan for the benefit of a select group of management or highly compensated employees within the meaning of section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each provision shall be interpreted and administered accordingly. If any individually contracted supplemental retirement arrangement with any Section 16 Officer is deemed to be covered by ERISA, such arrangement shall be included in the Plan but only to the extent that such inclusion is necessary to comply with ERISA.

 

10.3.                                     IRC Status . This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan.

 

10.4.                                     Effect on Other Plans . This Plan shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under the Pension Plans or any other plan. It is specifically contemplated that the Pension Plans will, from time to time, be amended and possibly terminated. All such amendments and termination shall be given effect under this Plan (it being expressly intended that this Plan shall not lock in the benefit structures of the Pension Plans as they exist at the adoption of this Plan or upon the commencement of participation, or commencement of benefits by any Participating Employee).

 

10.5.                                     Disqualification . Notwithstanding any other provision of this Plan or any election or designation made under the Plan, any individual who feloniously and intentionally kills a Participating Employee shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participating Employee. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the PRC shall determine whether the killing was felonious and intentional for this purpose.

 

10.6.                                     Rules of Document Construction . Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular paragraph or Section of this Plan unless the context clearly indicates to the contrary. The titles given to the various Sections of this Plan are inserted for convenience of reference only and are not part of this Plan, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.

 

21

 

10.7.                                     References to Laws . Any reference in this Plan to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.

 

10.8.                                     Effect on Employment . Neither the terms of this Plan nor the benefits hereunder nor the continuance thereof shall be a term of the employment of any employee. Except as provided in Section 6.1, Alliant shall not be obliged to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of any Employer.

 

10.9.                                     Choice of Law . This instrument has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that State and shall, except to the extent that federal law is controlling, be construed and enforced in accordance with the laws of the State of Minnesota.

 

This Plan, as amended and restated herein, was adopted by the Personnel and Compensation Committee of the Board of Directors of Alliant Techsystems Inc. on this 29th day of October, 2007.

 

	ALLIANT TECHSYSTEMS INC.
	By:
	Its: Senior Vice President Human Resources and Administrative Services

 

22

 

APPENDIX A

 

ALLIANT TECHSYSTEMS INC.
SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
FOR CECP PARTICIPANTS

 

ARTICLE I

 

DEFINITIONS

 

1.1.                               Act . The Employee Retirement Income Security Act of 1974, as from time to time amended.

 

1.2.                               Base Plan . The Alliant Techsystems Inc. Retirement Plan, as from time to time amended.

 

1.3.                               Code . The Internal Revenue Code of 1986, as from time to time amended.

 

1.4.                               Corporate Executive Compensation Plan (CECP) . An incentive compensation plan maintained by Honeywell to provide incentive compensation for a select group of management or highly compensated employees, as from time to time amended.

 

1.5.                               Early Retirement . Retirement by a Participant under his or her Base Plan, which is defined as the termination of employment on or after his or her 55th birthday and after he or she has been credited with 10 or more years of “Credited Service for Benefit Accrual,” under the Base Plan.

 

1.6.                               Earnings Limitation . The maximum amount of compensation of a Participant and his or her family members permitted to be taken into account under the Base Plan pursuant to Section 401(a)(17) of the Code.

 

1.7.                               Effective Date . The original effective date of this Plan was January 1, 1985.

 

1.8.                               Honeywell . Honeywell Inc., a Delaware corporation.

 

1.9.                               Normal Retirement . Retirement by a Participant on or after his or her “Normal Retirement Date” under his or her Base Plan. “Normal Retirement Date” is the last day of the calendar month in which a Participant reaches age 65.

 

1.10.                         Participant . An employee of Alliant Techsystems Inc. (“Alliant”) who is a participant in the Base Plan on or after January 1, 1985, whose earnings are in excess of the Earnings Limitation under the Base Plan. No controlling shareholder or independent contractor shall be a Participant.

 

1.11.                         Plan . The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants. No controlling shareholder or independent contractor shall be a Participant.

 

A-1

 

1.12.                         Total and Permanent Disability . The disability of a Participant whereby such Participant is wholly disabled by bodily injury or disease and will be permanently, continuously and wholly prevented thereby for life from engaging in any occupation or employment for wage or profit.

 

ARTICLE II

 

BENEFITS

 

2.1.                               Benefit . Upon termination of employment, a Participant shall be eligible for a benefit in an amount equal to his or her benefit under his or her Base Plan computed by including under the definition of “Earnings” for purposes of arriving at “Final Average Earnings” under the Base Plan the amount of any deferred incentive award in the year in which the award would otherwise have been paid by the Honeywell Inc. Corporate Executive Compensation Plan, less the amount of his or her benefit determined under his or her Base Plan without including under the definition of “Earnings” for purposes of arriving at “Final Average Earnings” under the Base Plan the amount of any deferred incentive award in the year in which the award would otherwise have been paid by the Honeywell Inc. Corporate Executive Compensation Plan.

 

2.2.                               Pre-retirement Surviving Spouse Benefit . Upon the death of a married Participant who has not yet retired under the Base Plan, his or her surviving spouse to whom he or she was formally married on the date of his or her death shall be eligible for a benefit in an amount equal to such surviving spouse’s “Pre-retirement Surviving Spouse Benefit” under the Participant’s Base Plan computed by including under the definition of “Earnings” for purposes of arriving at “Final Average Earnings” under the Base Plan the amount of any deferred incentive award in the year in which the award would otherwise have been paid by the Corporate Executive Compensation Plan, less the amount of the annual “Pre-retirement Surviving Spouse Benefit” determined under the deceased Participant’s Base Plan without such adjustments to “Earnings” for purposes of arriving at “Final Average Earnings.”

 

ARTICLE III

 

PAYMENT OF BENEFITS

 

A benefit under the Plan shall be paid in the form of the benefit paid with respect to the Participant under his or her Base Plan. Any election, designation of a beneficiary(ies) or contingent annuitant(s), or revocation in effect under the Participant’s Base Plan shall be in effect under the Plan.

 

A-2

 

ARTICLE IV

 

GENERAL CONDITIONS

 

All general provisions of the Alliant Techsystems Inc. Supplemental Executive Retirement Plan shall apply hereunder.

 

A-3

 

APPENDIX B

 

ALLIANT TECHSYSTEMS INC.
SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN
FOR BENEFITS IN EXCESS OF LIMITS UNDER
TAX REFORM ACT OF 1986

 

ARTICLE I

 

DEFINITIONS

 

1.1.                               Act . The Tax Reform Act of 1986.

 

1.2.                               Base Plan . The Alliant Techsystems Inc. Retirement Plan, as from time to time amended.

 

1.3.                               Code . The Internal Revenue Code of 1986, as from time to time amended.

 

1.4.                               Early Retirement . Retirement by a Participant under his or her Base Plan, which is defined as the termination of employment on or after his or her 55th birthday and after he or she has been credited with 10 or more years of “Credited Service for Benefit Accrual,” under the Base Plan.

 

1.5.                               Earnings Limitation . The maximum amount of compensation of a Participant and his or her family members permitted to be taken into account under the Base Plan pursuant to Section 401(a)(17) of the Code.

 

1.6.                               Effective Date . The original effective date of this Plan was July 1, 1989.

 

1.7.                               Honeywell . Honeywell Inc., a Delaware corporation.

 

1.8.                               Normal Retirement . Retirement by a Participant on or after his or her “Normal Retirement Date” under his or her Base Plan. “Normal Retirement Date” is the last day of the calendar month in which a Participant reaches age 65.

 

1.9.                               Participant . An employee of Alliant Techsystems Inc. (“Alliant”) who is a participant in the Base Plan on or after July 1, 1989, whose accrued benefit under the Base Plan, as a highly compensated employee as defined under section 414(q)(1)(A) or (B) of the Code as in effect on July 1, 1989, was frozen as of June 31, 1989, in compliance with IRS Notice 88-131, Alternative IID. No controlling shareholder or independent contractor shall be a Participant.

 

1.10.                         Plan . The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986. No controlling shareholder or independent contractor shall be a Participant.

 

B-1

 

1.11.                         Total and Permanent Disability . The disability of a Participant whereby such Participant is wholly disabled by bodily injury or disease and will be permanently, continuously and wholly prevented thereby for life from engaging in any occupation or employment for wage or profit.

 

1.12.                         TRA ‘86 Amendment Date . The date the Honeywell Retirement Benefit Plan was amended to comply with the Act.

 

ARTICLE II

 

BENEFITS

 

2.1.                               Benefit . Upon termination of employment, a Participant shall be eligible for a benefit, if any, computed:

 

(a)                                   by including the greater of (i) the Participant’s benefit under the Base Plan computed on the TRA ‘86 Amendment Date without regard to the Base Plan’s amendment in compliance with IRS Notice 88-131, Alternative IID, which served to freeze the accrued benefit of highly compensated participants pursuant to the provisions of the Base Plan, or (ii) the Participant’s benefit under the Base Plan as amended to comply with the Act,

 

(b)                                  by including under the definition of “Earnings” for the purposes of arriving at “Final Average Earnings” under the Base Plan the Participant’s “Earnings” under the Base Plan which are in excess of the Earnings Limitation,

 

(c)                                   by including under the definition of “Earnings” for purposes of arriving at “Final Average Earnings” under the Base Plan the amount of any deferred incentive compensation award in the year in which the award would have otherwise been paid by the Honeywell Inc. Corporate Executive Compensation Plan,

 

(d)                                  without regard to the provisions of such Base Plan limiting the maximum benefit payable thereunder to the maximum benefit permitted under the provision of section 415 of the Code in a pension plan qualifying under section 401 of the Code,

 

and then subtracting from the amount determined above, the following: (i) the amount of the Participant’s benefit determined under the Base Plan, as amended to comply with the Act; (ii) the amount the Participant’s benefit provided under the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Compensation in Excess of $200,000; (iii) the amount of the Participant’s benefit provided under the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants; and (iv) the amount of the Participant’s benefit provided under the Alliant Techsystems Inc. Supplementary Retirement Plan.

 

B-2

 

2.2.                               Pre-retirement Surviving Spouse Benefit . Upon the death of a married Participant who has not yet retired under the Base Plan, his or her surviving spouse to whom he or she was formally married on the date of his or her death shall be eligible for a benefit in an amount, if any, computed:

 

(a)                                   by including the greater of (i) the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” under the Base Plan computed on the TRA ‘86 Amendment Date without regard to the Base Plan’s amendment in compliance with IRS Notice 88-131, Alternative IID, or (ii) the surviving spouse’s “Pre-Retirement Surviving Spouse Benefit” under the Base Plan as amended to comply with the Act,

 

(b)                                  by including under the definition of “Earnings” for the purposes of arriving at “Final Average Earnings” under the Base Plan the deceased Participant’s “Earnings” under the Base Plan which are in excess of the Earnings Limitation,

 

(c)                                   by including under the definition of “Earnings” for purposes of arriving at “Final Average Earnings” under the Base Plan the amount of any deferred incentive compensation award in the year in which the award would have otherwise been paid to the deceased Participant by the Honeywell Inc. Corporate Executive Compensation Plan,

 

(d)                                  without regard to the provisions of such Base Plan limiting the maximum benefit payable thereunder to the maximum benefit permitted under the provision of section 415 of the Code in a pension plan qualifying under section 401 of the Code,

 

and then subtracting from the amount determined above, the following: (i) the amount of the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” determined under the Base Plan, as amended to comply with the Act; (ii) the amount the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” provided under Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Compensation in Excess of $200,000; (iii) the amount of the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” provided under the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants; and (iv) the amount of the surviving spouse’s “Pre-retirement Surviving Spouse Benefit” provided under the Alliant Techsystems Inc. Supplementary Retirement Plan.

 

ARTICLE III

 

PAYMENT OF BENEFITS

 

A benefit under the Plan shall be paid in the form of the benefit paid with respect to the Participant under his or her Base Plan. Any election, designation of a beneficiary(ies) or

 

B-3

 

contingent annuitant(s), or revocation in effect under the Participant’s Base Plan shall be in effect under the Plan.

 

ARTICLE IV

 

GENERAL CONDITIONS

 

All general provisions of the Alliant Techsystems Inc. Supplemental Executive Retirement Plan shall apply hereunder.

 

B-4

 

APPENDIX E

 

INDIVIDUAL EMPLOYMENT AGREEMENTS

 

A Participating Employee’s benefit under this Plan shall be determined in accordance with Section 4 of this Plan and the terms of the applicable Pension Plan except as adjusted by any employment agreements between Alliant and a Participating Employee. This Appendix E lists the Participating Employees who are entitled to benefits under this Plan as adjusted pursuant to the terms of their individual employment agreements.

 

A. Executive Officers (as defined under the Securities Exchange Act of 1934)

 

Participating Employee		Benefit Adjusted Pursuant To
Daniel J. Murphy		Employment Agreement dated October 1, 2003

 

E-5

 

APPENDIX F

 

SPECIAL SERP BENEFIT

 

Effective upon his employment with Alliant Technsystems Inc. or one of its subsidiaries in 2006, John J. Cronin (“Executive”)  will be provided with the following lump sum benefit in addition to the benefit calculated under Section 4.1.1 of the Plan, in the following amount:

 

If Executive remains employed by Alliant or its subsidiaries on his 55 th  birthday, he will be credited with an additional lump sum benefit under the Plan in the amount of $600,000.

 

This lump sum benefit will increase by $200,000 per year on each successive birthday the Executive remains employed by Alliant or its subsidiaries, beginning with his 56 th  birthday, up to a total additional lump sum benefit of $1,600,000 on his 60 th  birthday. The additional lump sum benefit will not increase beyond $1,600,000 due to employment by Alliant beyond Executive’s 60 th  birthday.

 

The additional lump sum benefit will be paid in accordance with Section 4.1.2(e) of the Plan.

 

If, prior to age 55, Executive voluntarily terminates employment from Alliant or has his employment from Alliant terminated for Cause, the additional lump sum benefit described above will not be paid.

 

If Executive dies prior to age 55 while employed by Alliant, his beneficiary will receive $600,000 in addition to any benefit otherwise payable under the Plan as of the date of his death, in lieu of any benefits otherwise payable under this Appendix F.

 

If Executive is determined to be eligible for long-term disability benefits under Alliant’s Long Term Disability Plan as then in effect, while employed by Alliant prior to age 55, and continues to receive benefits under Alliant’s Long Term Disability Plan until age 55, he will be credited with an additional lump sum benefit of $600,000, in lieu of any benefit otherwise payable under this Appendix F.

 

If Executive terminates employment prior to age 55 due to an involuntary termination which is not for Cause, or if he terminates employment prior to age 55 due to a Change in Control as that term is defined in the ATK Income Security Agreement, as amended from time to time, or any successor arrangement to the ATK Income Security Agreement, then he will be credited with an additional lump sum benefit in the amount of $600,000, in lieu of any benefit otherwise payable under this Appendix F.

 

As used in this Appendix F, “Cause” shall mean (i) any material failure to perform Executive’s duties as assigned by the Chief Executive Officer (other than by reason of disability as described above), (ii) a violation of Alliant’s code of conduct or Alliant’s anti-harassment

 

F-1

 

policy,  (iii) gross negligence or willful or intentional wrongdoing or misconduct, (iv) a material breach of any confidentiality or non-competition agreement between Executive and Alliant, (v) a commission of an act of personal dishonesty which involves (material) personal profit in connection with Alliant, or (vi) an indictment for a felony offense or a crime involving moral turpitude.

 

F-2

 

SCHEDULE 1

 

SERP

 

A. Executive Officers (as defined under the Securities Exchange Act of 1934)

 

John Shroyer

 

Exhibit 10.5

 

ALLIANT TECHSYSTEMS INC.

Defined Contribution Supplemental Executive Retirement Plan

Master Plan Document

 

 

As Amended and Restated

 

Effective October 29, 2007

 

 

TABLE OF CONTENTS

 

		Page
ARTICLE 1	Definitions	1
ARTICLE 2	Eligibility	4
2.1	Eligibility	4
2.2	Termination of a Participant’s Eligibility	4
ARTICLE 3	Company Contribution Amounts; Vesting; Crediting; Taxes	4
3.1	Company Contribution Amount	4
3.2	Crediting of Amounts after Benefit Distribution	5
3.3	Vesting	5
3.4	Crediting and Debiting of Account Balances	6
3.5	FICA and Other Taxes	7
ARTICLE 4	Distribution of Benefits	7
4.1	Benefit Distribution Date	7
4.2	Actual Payment Date	7
4.3	Payment in Cash	7
ARTICLE 5	Beneficiary Designation	8
5.1	Beneficiary	8
5.2	Beneficiary Designation; Change; Spousal Consent	8
5.3	Receipt	8
5.4	No Beneficiary Designation	8
5.5	Doubt as to Beneficiary	8
5.6	Discharge of Obligations	8
ARTICLE 6	Leave of Absence	9
6.1	Paid Leave of Absence	9
6.2	Unpaid Leave of Absence	9
ARTICLE 7	Termination of Plan, Amendment or Modification	9
7.1	Termination of Plan	9
7.2	Amendment	10
7.3	Effect of Payment	10
ARTICLE 8	Administration	10
8.1	Committee Duties	10
8.2	Agents	10
8.3	Binding Effect of Decisions	10
8.4	Indemnity	10
8.5	Employer Information	11

 

i

 

		Page
ARTICLE 9	Other Benefits and Agreements	11
9.1	Coordination with Other Benefits	11
ARTICLE 10	Trust	11
10.1	Establishment of the Trust	11
10.2	Interrelationship of the Plan and the Trust	11
10.3	Distributions From the Trust	11
ARTICLE 11	Claims Procedures	12
11.1	Presentation of Claim	12
11.2	Notification of Decision	12
11.3	Review of a Denied Claim	12
11.4	Decision on Review	13
11.5	Legal Action	13
11.6	Determinations	13
ARTICLE 12	Miscellaneous	14
12.1	Status of Plan	14
12.2	Unsecured General Creditor	14
12.3	Employer’s Liability	14
12.4	Nonassignability	14
12.5	Not a Contract of Employment	14
12.6	Furnishing Information	14
12.7	Terms	15
12.8	Captions	15
12.9	Governing Law	15
12.10	Notice	15
12.11	Successors	15
12.12	Spouse’s Interest	15
12.13	Validity	15
12.14	Incompetent	15
12.15	Deduction Limitation on Benefit Payments	16
12.16	Insurance	16

 

ii

 

ALLIANT TECHSYSTEMS INC.

Defined Contribution Supplemental Executive Retirement Plan

Master Plan Document

 

ALLIANT TECHSYSTEMS INC.

DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective October 29, 2007

 

Statement of Plan

 

ALLIANT TECHSYSTEMS INC., a Delaware corporation (hereinafter, the “Company”), hereby creates a nonqualified, unfunded, deferred compensation plan for the benefit of a select group of management and highly compensated employees whose non-elective contributions for a Plan Year under the 401(k) Plan are limited by section 401(a)(17) of the Code or as a result of the Participant’s deferrals under the Nonqualified Deferred Compensation Plan.

 

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries. This Plan is nonqualified and unfunded for tax purposes and for purposes of Title I of ERISA.

 

ARTICLE 1
Definitions

 

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

 

1.1                                  “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

 

1.2                                  “Administrator” shall mean the Company, the Committee, and any person or committee of persons responsible for performing administrative functions under this Plan.

 

1.3                                  “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Company Contribution Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

 

1.4                                  “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 5, that are entitled to receive benefits under this Plan upon the death of a Participant.

 

1.5                                  “Beneficiary Designation Form” shall mean the form established from time to time by the Senior Vice President of Human Resources that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries.

 

1

 

1.6                                  “Benefit Distribution Date” shall mean the date that triggers distribution of a Participant’s vested Account Balance. A Participant’s Benefit Distribution Date shall be the earliest to occur of any one of the following:

 

(a)                                   If the Participant experiences a Termination of Employment, his or her Benefit Distribution Date shall be the later of (i) the first day of the seventh month following the month in which the Participant experiences a Termination of Employment or (ii) the January 31 of the calendar year following the calendar year in which the Participant experiences a Termination of Employment; or

 

(b)                                  As soon as administratively practicable after the Company is provided with proof that is satisfactory to the Senior Vice President of Human Resources of the Participant’s death, if the Participant dies prior to the complete distribution of his or her vested Account Balance.

 

1.7                                  “Board” shall mean the board of directors of the Company.

 

1.8                                  “Claimant” shall have the meaning set forth in Section 11.1.

 

1.9                                  “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

 

1.10                            “Committee” shall mean the Personnel and Compensation Committee (also known as the “P&C”) of the Board of Directors of the Company or any successor committee of the Board.

 

1.11                            “Company” shall mean ALLIANT TECHSYSTEMS INC., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

 

1.12                            “Company Contribution Account” shall mean (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

 

1.13                            “Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.1.

 

1.14                            “Deduction Limitation” shall mean the limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan, as set forth in Section 12.15.

 

1.15                            “Employee” shall mean a person who is an employee of any Employer.

 

1.16                            “Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have employees who participate in the Plan.

 

1.17                            “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

 

1.18                            “401(k) NEC” shall mean any non-elective contribution made on behalf of eligible participants under the 401(k) Plan that is based on age and service points, as amended from time to time.

 

1.19                            “401(k) NEC Percentage” shall mean the percentage of Recognized Compensation used for purposes of determining an eligible participant’s 401(k) NEC (as may be amended under the 401(k) Plan from time to time) and which is currently one of the following:

 

2

 

Points		Percentage
Less than 40		2.5	%
40 to 59		3.0	%
60 or more		4.0	%

 

1.20                            “401(k) Plan” shall mean the ALLIANT TECHSYSTEMS INC. 401(k) Plan, as amended from time to time.

 

1.21                            “Investment Election Form” shall mean the form, which may be in electronic format, established from time to time by the PRC that a Participant completes, signs and returns to the Company to make an election under the Plan.

 

1.22                            “Nonqualified Deferred Compensation Plan” shall mean the ALLIANT TECHSYSTEMS INC. Nonqualified Deferred Compensation Plan, as amended from time to time.

 

1.23                            “Participant” shall mean any Employee who is selected to participate in the Plan.

 

1.24                            “Plan” shall mean the ALLIANT TECHSYSTEMS INC. Defined Contribution Supplemental Executive Retirement Plan, which shall be evidenced by this instrument, as it may be amended from time to time.

 

1.25                            “Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

 

1.26                            “PRC” shall mean the ATK Pension and Retirement Committee.

 

1.27                            “Recognized Compensation” shall mean, for the period in which such amounts are paid, Recognized Compensation as defined under the 401(k) Plan (as amended from time to time); provided, however, that in determining a Participant’s Recognized Compensation for purposes of this Plan there shall be included:  (i) deferrals under the Nonqualified Deferred Compensation Plan to the extent that such compensation would have been recognized as Recognized Compensation under the 401(k) Plan in the Plan Year that it would have been paid had there been no deferral, and (ii) compensation that would have been recognized as Recognized Compensation under the 401(k) Plan for the Plan Year in which paid without regard to the dollar limitation in effect under section 401(a)(17) of the Code.

 

1.28                            “Section 16 Officer” shall mean an “officer” of the Company as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended.

 

1.29                            “Senior Vice President of Human Resources” shall mean the most senior officer of the Company in charge of the human resources function at the time the action is taken with respect to the Plan.

 

1.30                            “Terminate the Plan” or “Termination of the Plan” shall mean a determination by the Committee that (i) all Participants shall no longer be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants shall no longer be eligible to receive Company contributions under this Plan.

 

1.31                            “Termination of Employment” shall mean the separation from service with all Employers and all entities treated as members of the same controlled group with any Employer under Section 414(b) or (c) of the Code, voluntarily or involuntarily, for any reason other than death or an authorized leave of absence. Controlled group membership shall be determined by substituting

 

3