Exhibit 10.10


 


	
  

  	
  

  PERFORMANCE AWARD AGREEMENT

  



 


 


1.        The Grant.  Alliant Techsystems Inc., a Delaware
corporation (the “Company”), hereby grants to you, on the terms and conditions
set forth in this Performance Award Agreement (this “Agreement”) and in the Alliant
Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”), a Performance Award as
of the date, and for the number of Shares (the “Performance Shares”), which the
Company or its agent provided to you separately in writing through an
electronic notice and on-line award acceptance web page (the “Electronic
Notice and On-Line Award Acceptance”).


 


2.        Measuring Period.  The Measuring Period for purposes of
determining whether the Company will pay you the Performance Shares shall be fiscal years 2007 through 2012.


 


3.        Performance Goal.  The Performance Goal for purposes of
determining whether the Company will pay you the Performance Shares is set
forth in the Performance Accountability Chart, which the Company provided to
you separately in writing.


 


4.        Payment.  The Company will pay you the Performance
Shares if the Performance Goal is achieved, as set forth in the Performance
Accountability Chart and as determined by the Personnel and Compensation
Committee of the Company’s Board of Directors (the “Committee”) in its sole
discretion.


 


5.        Form and Timing of Payment.  The Company will pay you any shares payable
pursuant to this Agreement in shares of common stock of the Company (the “Shares”),
with one Share issued for each Performance Share earned.  The Company will pay you the Performance
Shares as soon as practicable after the Committee determines, in its sole
discretion, during or following the completion of the Measuring Period, whether
the Performance Goal has been achieved, but in no event later than 2 1⁄2 months
after the end of the Measuring Period.


 


6.        Change in Control. 
After a Change in Control (as defined in Appendix A to this Agreement),
the Performance Shares shall immediately be payable as if the Performance Goal
had been achieved.  However, if you are
or become a participant in the Company’s Income Security Plan or any successor
or substitute plan (the “ISP”), the terms of payment of the Performance Shares
shall be governed by the provisions of the ISP.


 


7.        Forfeiture.  In the event of your termination of
employment for any reason other than your death or Disability (as defined in
Appendix A to this Agreement) prior to the Committee’s determination, in its
sole discretion, that the Performance Goal has been achieved during the
Measuring Period, all of your Performance Shares and rights to payment of any
Shares shall be immediately and irrevocably forfeited.  In the event of your termination of
employment by reason of death or Disability prior to the Committee’s
determination, in its sole discretion, that the Performance Goal has been
achieved during the Measuring Period, you or your estate shall be entitled to
receive, after such determination by the Committee, the number of Shares
awarded pursuant to this Agreement, but prorated for your active service time
with the Company during the period from the beginning of the Measuring Period
to the sooner of (1) the Committee’s determination that the Performance
Goal has been achieved or (2) the end of the Measuring Period.  If, after the end of the Measuring Period,
the Committee determines, in its sole discretion, that the Performance Goal has
not been achieved, all of your Performance Shares and rights to payment of any
Shares shall be immediately and irrevocably forfeited.


 


8.        Rights.  Nothing herein shall be deemed to grant you
any rights as a holder of Shares unless and until the Company actually issues
the Shares to you as provided herein.


 


9.        Income Taxes.  You are liable for any federal, state and
local income or other taxes applicable upon the grant of the Performance
Shares, the receipt of the Shares, or subsequent disposition of the Shares, and
you acknowledge that you should consult with your own tax advisor regarding the
applicable tax consequences.  Upon payment
of the Performance Shares and/or issuance of the Shares to you, the Company
will pay your required minimum statutory withholding taxes by withholding
Shares otherwise to be delivered upon the payment of the Performance Shares
with a Fair Market Value (as defined in the Plan) equal to the amount of such
taxes.  Alternatively, if you notify the
Company prior to the payment date of the Performance Shares, you may elect to
pay all or a portion of the minimum statutory withholding taxes by (a) delivering
to the Company Shares other than Shares issuable upon the payment of the
Performance Shares
with a Fair Market Value equal to the amount of such taxes or (b) paying
cash, provided that if you do not deliver such Shares or cash to the Company by
the second business day after the payment date of the Performance Shares, the
Company will pay your required minimum statutory withholding taxes by
withholding Shares otherwise to be delivered upon the payment of the
Performance Shares with a Fair Market Value equal to the amount of such taxes.


 


10.  Acknowledgment.  This Award of Performance Shares shall not be
effective until you agree to the terms and conditions of this Agreement and the
Plan, and acknowledge receipt of a copy of the Prospectus relating to the Plan,
by accepting this Award in writing or electronically as specified by the
Company or its agent in the Electronic Notice and On-Line Award Acceptance.


 


 


	
  ALLIANT TECHSYSTEMS INC.

  
	
  

  
	
   

  
	
  Daniel J. Murphy

  
	
  President & Chief
  Executive Officer

  



 

















 


Alliant Techsystems Inc. 2005 Stock Incentive Plan


 


Appendix A to Award Agreement


 


“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 Grant Date set forth in the Award Agreement 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.


 


*               *               *               *


 


“Disability” means
that you have been determined to have a total and permanent disability either
by


 


•                  being eligible
for disability for Social Security purposes, or


 


•                  being totally
and permanently disabled under the Company’s long-term disability plan.


 


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