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
 
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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
 
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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.
 
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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.


 


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(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 15th
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


 


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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.


 


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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.