Exhibit 10.9


 


	
  

  	
  

  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 2009.


 


3.        Performance Goals.  The Performance Goals for purposes of
determining whether the Company will pay you the Performance Shares are 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 and to the extent that the Performance Goals are 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, after the end of the Measuring Period, whether, and the
extent to which, the Performance Goals have 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 at the median performance level, but
prorated for your active service time with the Company during the Measuring
Period.  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 prior to the end of the Measuring Period, other than by reason of death, Disability (as
defined in Appendix A to this Agreement), retirement, or voluntary or
involuntary layoff, 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 prior to the end of the Measuring Period by reason of Disability,
retirement, or voluntary or involuntary layoff, you shall be entitled to
receive, after the end of the Measuring Period, the number of Shares determined
by the Committee pursuant to this Agreement, but prorated for your active
service time with the Company during the Measuring Period.  In the event of your death prior to the end
of the Measuring Period, your estate shall be entitled to receive, within a
practicable time after your death, payment of the Performance Shares at the median performance level, but prorated
for your active service time with the Company during the Measuring Period.  In the event you are reassigned to a position
and as a result you are no longer eligible for Performance Shares, you shall be
entitled to receive, after the end of the Measuring Period, the number of
Shares determined by the Committee pursuant to this Agreement, but prorated for
your service time as an eligible participant during the Measuring Period.


 


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 end of the Measuring Period, 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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