Exhibit 10.6


 


ALLIANT TECHSYSTEMS INC.


Nonqualified Deferred Compensation Plan


Master
Plan Document


 


Alliant Techsystems Inc.


 


Nonqualified Deferred Compensation Plan


 


 


As Amended and Restated


 


Effective October 29, 2007


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Selection, Enrollment, Eligibility

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Selection

  	
   

  	
  6

  
	
  2.2

  	
   

  	
  Enrollment and Eligibility Requirements; Commencement of
  Participation

  	
   

  	
  6

  
	
  2.3

  	
   

  	
  Termination of a Participant’s Eligibility

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Deferral Commitments; Company Contribution Amounts; Company
  Restoration Matching Amounts ;Vesting; Crediting; Taxes

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Minimum Deferrals

  	
   

  	
  7

  
	
  3.2

  	
   

  	
  Maximum Deferral

  	
   

  	
  8

  
	
  3.3

  	
   

  	
  Election to Defer; Effect of Election Form

  	
   

  	
  8

  
	
  3.4

  	
   

  	
  Withholding and Crediting of Annual Deferral Amounts

  	
   

  	
  9

  
	
  3.5

  	
   

  	
  Company Contribution Amount

  	
   

  	
  10

  
	
  3.6

  	
   

  	
  Company Restoration Matching Amount

  	
   

  	
  10

  
	
  3.7

  	
   

  	
  Crediting of Amounts after Benefit Distribution

  	
   

  	
  10

  
	
  3.8

  	
   

  	
  Vesting

  	
   

  	
  10

  
	
  3.9

  	
   

  	
  Crediting and Debiting of Account Balances

  	
   

  	
  10

  
	
  3.10

  	
   

  	
  FICA and Other Taxes

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Scheduled Distribution; Unforeseeable Financial Emergencies

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Scheduled Distribution

  	
   

  	
  13

  
	
  4.2

  	
   

  	
  Postponing Scheduled Distributions

  	
   

  	
  13

  
	
  4.3

  	
   

  	
  Certain Benefits Take Precedence Over Scheduled Distributions

  	
   

  	
  14

  
	
  4.4

  	
   

  	
  Withdrawal Payout; Suspensions for Unforeseeable Financial
  Emergencies

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  Retirement Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Retirement Benefit

  	
   

  	
  15

  
	
  5.2

  	
   

  	
  Payment of Retirement Benefit

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Termination Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Termination Benefit

  	
   

  	
  16

  
	
  6.2

  	
   

  	
  Payment of Termination Benefit

  	
   

  	
  16

  



 


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  ARTICLE 7

  	
   

  	
  Disability Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Disability Benefit

  	
   

  	
  16

  
	
  7.2

  	
   

  	
  Payment of Disability Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  Death Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Death Benefit

  	
   

  	
  16

  
	
  8.2

  	
   

  	
  Payment of Death Benefit

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  Form of Payment

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Payment in Cash or Common Stock

  	
   

  	
  17

  
	
  9.2

  	
   

  	
  Relation to Stock Incentive Plan

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Beneficiary Designation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Beneficiary

  	
   

  	
  17

  
	
  10.2

  	
   

  	
  Beneficiary Designation; Change; Spousal Consent

  	
   

  	
  17

  
	
  10.3

  	
   

  	
  Acknowledgement

  	
   

  	
  17

  
	
  10.4

  	
   

  	
  No Beneficiary Designation

  	
   

  	
  17

  
	
  10.5

  	
   

  	
  Doubt as to Beneficiary

  	
   

  	
  17

  
	
  10.6

  	
   

  	
  Discharge of Obligations

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Leave of Absence

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Paid Leave of Absence

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Termination of Plan, Amendment or Modification

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Termination of Plan

  	
   

  	
  18

  
	
  12.2

  	
   

  	
  Amendment

  	
   

  	
  19

  
	
  12.3

  	
   

  	
  Effect of Payment

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  Administration

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Committee Duties

  	
   

  	
  19

  
	
  13.2

  	
   

  	
  Agents

  	
   

  	
  19

  
	
  13.3

  	
   

  	
  Binding Effect of Decisions

  	
   

  	
  19

  
	
  13.4

  	
   

  	
  Indemnity

  	
   

  	
  19

  
	
  13.5

  	
   

  	
  Employer Information

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  Other Benefits and Agreements

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Coordination with Other Benefits

  	
   

  	
  20

  



 


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  ARTICLE 15

  	
   

  	
  Claims Procedures

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Presentation of Claim

  	
   

  	
  20

  
	
  15.2

  	
   

  	
  Notification of Decision

  	
   

  	
  20

  
	
  15.3

  	
   

  	
  Review of a Denied Claim

  	
   

  	
  21

  
	
  15.4

  	
   

  	
  Decision on Review

  	
   

  	
  21

  
	
  15.5

  	
   

  	
  Legal Action

  	
   

  	
  22

  
	
  15.6

  	
   

  	
  Determinations

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16

  	
   

  	
  Trust

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
   

  	
  Establishment of the Trust

  	
   

  	
  22

  
	
  16.2

  	
   

  	
  Interrelationship of the Plan and the Trust

  	
   

  	
  22

  
	
  16.3

  	
   

  	
  Distributions From the Trust

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  Miscellaneous

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Status of Plan

  	
   

  	
  23

  
	
  17.2

  	
   

  	
  Unsecured General Creditor

  	
   

  	
  23

  
	
  17.3

  	
   

  	
  Employer’s Liability

  	
   

  	
  23

  
	
  17.4

  	
   

  	
  Nonassignability

  	
   

  	
  23

  
	
  17.5

  	
   

  	
  Not a Contract of Employment

  	
   

  	
  23

  
	
  17.6

  	
   

  	
  Furnishing Information

  	
   

  	
  23

  
	
  17.7

  	
   

  	
  Terms

  	
   

  	
  24

  
	
  17.8

  	
   

  	
  Captions

  	
   

  	
  24

  
	
  17.9

  	
   

  	
  Governing Law

  	
   

  	
  24

  
	
  17.10

  	
   

  	
  Notice

  	
   

  	
  24

  
	
  17.11

  	
   

  	
  Successors

  	
   

  	
  24

  
	
  17.12

  	
   

  	
  Spouse’s Interest

  	
   

  	
  24

  
	
  17.13

  	
   

  	
  Validity

  	
   

  	
  24

  
	
  17.14

  	
   

  	
  Incompetent

  	
   

  	
  24

  
	
  17.15

  	
   

  	
  Deduction Limitation on Benefit Payments

  	
   

  	
  25

  
	
  17.16

  	
   

  	
  Insurance

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A - PRIOR PLAN STATEMENT

  	
   

  	
  A-1

  



 


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ALLIANT TECHSYSTEMS INC.


NONQUALIFIED DEFERRED COMPENSATION PLAN


Amended
and Restated Effective October 29, 2007


 


History and Purpose


 


Effective January 1, 2003, ALLIANT TECHSYSTEMS INC., a Delaware
corporation (hereinafter, the “Company”), established a nonqualified, unfunded
deferred compensation plan (the “Plan”) which is currently embodied in a
document titled “ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION
PLAN (As amended and Restated March 18, 2003)” as amended (the “Prior Plan
Statement”). Deferred compensation credited under the Plan which relates
entirely to services performed on or before December 31, 2004 shall continue to
be governed by the terms of the Prior Plan Statement, attached hereto as
Appendix A. Deferred compensation credited under the Plan which relates all or
in part to services performed on or after January 1, 2005 shall be governed by
the terms of this Plan restatement, the terms of which are intended to comply
with the deferred compensation provisions in the American Jobs Creation Act of
2004. Clarifying amendments were made on September 6, 2007 to comply with the
American Jobs Creation Act of 2004. Additional clarifying changes were made on
October 29, 2007.


 


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                                 “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 Annual
Deferral Amount, Company Contribution Amount and Company Restoration Matching
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.


 


1.3                                 “Annual
Deferral Amount” shall mean that portion of a Participant’s Base Salary,
Performance Cash and Performance Shares that a Participant defers in accordance
with Article 3 for any one Plan Year, without regard to whether such amounts
are withheld and credited during such Plan Year. In the event of a Participant’s
Retirement, Disability, death or Termination of Employment


 


1

















 


prior to the end of a Plan Year, such year’s Annual
Deferral Amount shall be the actual amount withheld prior to such event.


 


1.4                                 “Annual
Installment Method” shall be an annual installment payment over the number of
years selected by the Participant  in
accordance with this Plan, calculated as follows: (i) for the first annual
installment, the Participant’s vested portion of each Annual Account shall be
calculated as of the close of business on the Participant’s Benefit
Distribution Date,  and (ii) for
remaining annual installments, the vested portion of each applicable Annual
Account shall be calculated on each anniversary of the Benefit Distribution
Date (or if such calculation date is not a business day, the preceding business
day). Each annual installment shall be calculated by multiplying this balance
by a fraction, the numerator of which is one and the denominator of which is
the remaining number of annual payments due the Participant. By way of example,
if the Participant elects a 10-year Annual Installment Method as the form of
Retirement Benefit for an Annual Account, the first payment shall be 1/10 of
the vested balance of such Annual Account, calculated as described in this
definition. The following year, the payment shall be 1/9 of the vested balance
of such Annual Account, calculated as described in this definition.


 


1.5                                 “Annual
Performance Share Amount” shall mean the portion of the Participant’s Annual
Deferral Amount, if any, representing Performance Shares deferred in accordance
with Article 3 of the Plan. Annual Performance Share Amounts shall be credited
to the Performance Share Accounts of Participants, determined by the number of
performance shares that would otherwise be paid based upon the achievement of
the performance goals and the other requirements for the payment of performance
shares, but for the election to defer.


 


1.6                                 “Base Salary”
shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation
plans, bonuses, commissions, overtime, fringe benefits, profit sharing
contributions, stock options, relocation expenses, incentive payments,
non-monetary awards, and automobile and other allowances paid to a Participant
for employment services rendered (whether or not such allowances are included
in the Employee’s gross income). Base Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or nonqualified plans of any Employer and
shall be calculated to include amounts not otherwise included in the
Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or
403(b) pursuant to plans established by any Employer; provided, however, that
all such amounts will be included in compensation only to the extent that had
there been no such plan, the amount would have been payable in cash to the
Employee. In no event shall Base Salary include any amounts payable to the
Participant prior to the commencement of his or her participation in this Plan.


 


1.7                                 “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 10, that are entitled to receive benefits under this
Plan upon the death of a Participant.


 


1.8                                 “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.


 


2

















 


1.9                                 “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 Retires, his or her Benefit Distribution Date shall be the last day
of the six-month period immediately following the date on which the Participant
Retires; provided, however, in the event the Participant changes his or her
Retirement Benefit election for one or more Annual Accounts in accordance with
Section 5.2(a), his or her Benefit Distribution Date for such Annual Account(s)
shall be postponed in accordance with such Section 5.2(a); or


 


(b)                                 If the
Participant experiences a Termination of Employment, his or her Benefit
Distribution Date shall be the last day of the six-month period immediately
following the date on which the Participant experiences a Termination of
Employment; provided, however, in the event the Participant elects to receive
one or more Annual Accounts as of the first anniversary of his or her
Termination of Employment in accordance with Section 6.2, his or her Benefit
Distribution Date shall be postponed in accordance with such Section 6.2; or


 


(c)                                  The date on
which 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; or


 


(d)                                 The date on
which the PRC (or the Committee in the case of a Section 16 Officer or as
otherwise required by Section 15.4 of this Plan) determines the Participant is
Disabled.


 


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


 


1.11                           “CEO” shall
mean the Chief Executive Officer of the Company.


 


1.12                           “Claimant”
shall have the meaning set forth in Section 15.1.


 


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


 


1.14                           “Committee”
shall mean the Personnel and Compensation Committee (also known as the “P&C”)
of the Board of Directors of the Company.


 


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


 


1.16                           “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.


 


1.17                           “Company
Contribution Amount” shall mean, for any one Plan Year, the amount determined
in accordance with Section 3.5.


 


1.18                           “Company
Restoration Matching Account” shall mean (i) the sum of all of a Participant’s
Company Restoration Matching Amounts, plus (ii) amounts credited or debited to
the Participant’s Company Restoration Matching Account in accordance with this
Plan, less (iii) all


 


3

















 


distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Company
Restoration Matching Account.


 


1.19                           “Company
Restoration Matching Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.


 


1.20                           “Death Benefit”
shall mean the benefit set forth in Article 8.


 


1.21                           “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
17.15.


 


1.22                           “Deferral
Account” shall mean (i) the sum of all of a Participant’s Annual Deferral
Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral
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 his
or her Deferral Account.


 


1.23                           “Disability” or
“Disabled” shall mean that a Participant is (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident or health plan covering employees of the
Participant’s Employer.


 


1.24                           “Disability
Benefit” shall mean the benefit set forth in Article 7.


 


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


 


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


 


1.27                           “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.


 


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


 


1.29                           “401(k) Plan”
shall mean a plan adopted by the Employer that is qualified under Code Section
401(a) that contains a cash or deferral arrangement described in Code Section
401(k), as amended from time to time.


 


1.30                           “Participant”
shall mean any Employee (i) who is selected to participate in the Plan and (ii)
who submits an executed Election Form and Beneficiary Designation Form, which
are accepted by the Company.


 


1.31                           “Performance
Cash” shall mean any performance-based cash compensation, in addition to Base
Salary, earned by a Participant under any Employer’s annual or long-term bonus
and incentive plans for services rendered during a performance period of at
least 12 months, as further specified on an Election Form approved by the
Committee in its sole discretion.


 


1.32                           “Performance
Shares” shall mean any performance-based stock compensation earned by a
Participant under any Employer performance award plan for services rendered
during a


 


4

















 


performance period of at least 12 months, as further
specified on an Election Form approved by the Committee in its sole discretion.


 


1.33                           “Performance
Share Account” shall mean the portion of the Deferral Account equal to (i) the
sum of all of a Participant’s Annual Performance Share Amounts, plus (ii) the
value of the number of additional share units credited as a result of stock
dividends or deemed reinvestment of cash dividends, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to his or her Performance Share Account.


 


1.34                           “PIC” shall
mean the ATK Pension Investment Committee.


 


1.35                           “Plan” shall
mean the ALLIANT TECHSYSTEMS INC. Nonqualified Deferred Compensation Plan,
which shall be evidenced by this instrument, as it may be amended from time to
time.


 


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


 


1.37                           “Prior Plan
Statement” shall mean the document, attached hereto as Appendix A and which is
a part of the Plan, titled “ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED
COMPENSATION PLAN (As amended and Restated March 18, 2003)” as amended.


 


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


 


1.39                           “Retirement”, “Retire(s)”
or “Retired” shall mean, with respect to an Employee, separation from service
with all Employers and all entities treated as members of the same controlled
group with any Employer under Code Section 414(b) or (c), for any reason other
than a leave of absence, death or Disability on or after the attainment of age
55 with two Years of Service. Controlled group membership shall be determined
by substituting “at least 50 percent” for “at least 80 percent” each place it
appears in Code Section 1563(a)(1), (2) and (3), and by substituting “at least
50 percent” for “at least 80 percent” each place it appears in Treas. Reg.
§1.414(c)-2.


 


1.40                           “Retirement
Benefit” shall mean the benefit set forth in Article 5.


 


1.41                           “Scheduled
Distribution” shall mean the distribution set forth in Section 4.1.


 


1.42                           “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.


 


1.43                           “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.


 


1.44                           “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.


 


1.45                           “Termination
Benefit” shall mean the benefit set forth in Article 6.


 


1.46                           “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 Code Section 414(b) or (c), voluntarily or involuntarily, for any reason
other than Retirement, Disability, death or an authorized leave of absence.
Controlled group membership shall be determined by substituting “at least 50
percent” for “at least 80 percent” each place it appears in Code Section


 


5

















 


1563(a)(1), (2) and (3), and by substituting “at
least 50 percent” for “at least 80 percent” each place it appears in Treas.
Reg. §1.414(c)-2.


 


1.47                           “Trust” shall
mean one or more trusts established by the Company in accordance with Article
16.


 


1.48                           “Unforeseeable
Financial Emergency” shall mean an unanticipated emergency that is caused by an
event beyond the control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a sudden and
unexpected illness or accident of the Participant, the Participant’s spouse, or
a dependent of the Participant, (ii) a loss of the Participant’s property due
to casualty, or (iii) such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Senior Vice
President of Human Resources or, in the case of a Section 16 Officer, the
Committee.


 


1.49                           “Years of
Service” shall mean an Employee’s period of service with ALLIANT TECHSYSTEMS
INC. or a related Employer measured in full years. A Participant shall receive
credit for one full year of “Service” for each Plan Year in which the
Participant had at least 1,000 hours of service for a participating Employer or
related Employer.


 


ARTICLE 2


 


Selection, Enrollment, Eligibility


 


2.1                                 Selection. 
Participation in the Plan shall be limited to a select group of
management or highly compensated Employees, as determined by the CEO in his or
her sole discretion; provided, however, that all Section 16 Officers shall be
eligible to participate in the Plan (while employed as a Section 16 Officer)
and need not be selected by the CEO in order to be eligible to participate in
the Plan.


 


2.2                                 Enrollment and Eligibility Requirements; Commencement of Participation.  As a condition to participation, each
selected Employee who is eligible to participate in the Plan effective as of
the first day of a Plan Year shall complete, execute and return to the Company
an Election Form and a Beneficiary Designation Form prior to the first day of
such Plan Year, or such other earlier deadline as may be established by the
Senior Vice President of Human Resources in his or her sole discretion. In
addition, the Committee may establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are necessary.


 


(a)                                  A selected
Employee who first becomes eligible to participate in this Plan after the first
day of a Plan Year must complete these requirements within 30 days after he or
she first becomes eligible to participate in the Plan, or within such other
earlier deadline as may be established by the Senior Vice President of Human
Resources, in his or her sole discretion, in order to participate for that Plan
Year. In such event, such person’s participation in this Plan shall not
commence earlier than 30 days after he or she first becomes eligible to
participate in the Plan or, in the case of an Employee who is not a Section 16
Officer, on the date determined by the Senior Vice President of Human
Resources, and such person shall not be permitted to defer under this Plan any
portion of his or her Base Salary, Performance Cash and/or Performance Shares
that are paid with respect to services performed prior to his or her
participation commencement date, except


 


6

















 


to the extent permissible under Code Section 409A
and related Treasury guidance or Regulations.


 


(b)                                 Each selected
Employee who is eligible to participate in the Plan shall commence
participation in the Plan only after the Employee has met all enrollment
requirements set forth in this Plan and required by the Committee, including
returning all required documents to the Company within the specified time
period. Notwithstanding the foregoing, the Company shall process such
Participant’s deferral election as soon as administratively practicable after
such deferral election is submitted to the Company.


 


(c)                                  If an Employee
fails to meet all requirements contained in this Section 2.2 within the period
required, that Employee shall not be eligible to participate in the Plan during
such Plan Year.


 


2.3                                 Termination of a Participant’s Eligibility.   The CEO (or in the case of a Section 16 Officer,
the Committee) shall have the right, in his or her sole discretion, to (i)
prevent the Participant from making future deferral elections, and/or (ii) take
further action that the CEO or the Committee deems appropriate. Notwithstanding
the foregoing, in the event of a Termination of the Plan in accordance with
Section 1.43, the termination of the affected Participants’ eligibility for
participation in the Plan shall not be governed by this Section 2.3, but rather
shall be governed by Section 1.43 and Section 12.1. In the event that a
Participant is no longer eligible to defer compensation under this Plan, the
Participant’s Account Balance shall continue to be governed by the terms of
this Plan until such time as the Participant’s Account Balance is paid in
accordance with the terms of this Plan.


 


ARTICLE 3




Deferral Commitments; Company Contribution Amounts; 


Company Restoration Matching Amounts; Vesting; Crediting;
Taxes


 


3.1                                 Minimum Deferrals. 


 


(a) Annual
Deferral Amount. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Performance Cash
and/or Performance Shares in the following minimum amounts for each deferral
elected: 


 




	
  Cash Compensation

  	
   

  	
  Minimum Amount

  
	
  Base
  Salary

  	
   

  	
  1%

  
	
  Performance
  Cash

  	
   

  	
  1%

  






 


7

















 




	
  Equity Compensation

  	
   

  	
  Deferral Amount

  
	
  Performance
  Shares

  	
   

  	
  1%

  






 


If, prior to the beginning
of a Plan Year, a Participant has made an election for less than the stated
minimum amounts, or if no election is made, the amount deferred shall be zero.
If, at any time after the beginning of a Plan Year, a Participant has deferred
less than the stated minimum amounts for that Plan Year, any amount credited to
the Participant’s Account Balance as the Annual Deferral Amount for that Plan
Year shall be distributed to the Participant within 60 days after the last day
of the Plan Year.


 


(b)                                 Short Plan Year. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year the minimum
Annual Deferral Amount shall be an amount equal to the minimum set forth above,
multiplied by a fraction, the numerator of which is the number of complete
months remaining in the Plan Year and the denominator of which is 12.


 


3.2                                 Maximum Deferral.


 


(a)                                  Annual Deferral Amount. For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount, Base
Salary, Performance Cash and/or Performance Shares up to the following maximum
percentages for each deferral elected: 


 




	
  Deferral

  	
   

  	
  Maximum Percentage

  
	
  Base
  Salary

  	
   

  	
  70%

  
	
  Performance
  Cash

  	
   

  	
  100%

  
	
  Performance
  Shares

  	
   

  	
  100%

  






 


(b)                                 Short Plan Year. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount shall be limited to the amount of compensation
not yet earned by the Participant as of the date the Participant submits an
Election Form to the Company for acceptance.


 


3.3                                 Election to Defer; Effect of Election Form.


 


(a)                                  First Plan Year. In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Senior Vice President of Human Resources (or in the case of a Section 16
Officer, the Committee) deems necessary or desirable under the Plan. For these
elections to be valid, the Election Form must be completed and signed by the
Participant, timely delivered to the Company (in accordance with Section 2.2
above) and accepted by the Company.


 


(b)                                 Subsequent Plan Years. For each succeeding Plan
Year, an irrevocable deferral election for that Plan Year, and such other
elections as the Senior Vice President of Human Resources (or in the case of a
Section 16 Officer, the Committee) deems necessary or desirable under the Plan,
shall be made by timely delivering a new Election Form to the Company, in
accordance with the terms of the Plan, before the end of the Plan Year preceding
the Plan Year for which the election is made. If no such Election Form is


 


8

















 


timely delivered for a Plan Year, the Annual
Deferral Amount shall be zero for that Plan Year.


 


(c)                                  Performance-Based Compensation. Notwithstanding
the foregoing, an irrevocable deferral election pertaining to Performance Cash
or Performance Shares may be made by timely delivering an Election Form to the
Company, in accordance with the terms of the Plan, no later than the earlier of
(i) six months before the end of the performance period or (ii) such earlier
date as the Senior Vice President of Human Resources may determine, in his or
her sole discretion, for the Plan Year. For any Plan Year the Committee may
determine, in its sole discretion, that any such election shall be limited to
the portion of Performance Cash and/or Performance Shares designated by the
Committee. “Performance-based compensation” shall be compensation based on
services performed over a period of at least 12 months, in accordance with Code
Section 409A and related guidance.


 


(d)                                 Restricted Stock Amounts. Effective January 1, 2005,
deferrals of restricted stock (which do not otherwise qualify as Performance
Shares) shall not be permitted under this Plan. Notwithstanding the foregoing,
a Participant’s election to defer restricted stock which was made on or prior
to December 31, 2004 under the terms of the Prior Plan Statement with respect
to restricted stock which vests on or after January 1, 2005 shall be treated as
an Annual Performance Share Amount under this Plan restatement. As of the date
on which such restricted stock amounts vest, such Participant’s Performance
Share Account shall be credited with the number of units equal to the number of
shares of ATK common stock that would have otherwise been delivered to the
Participant. Such units shall become payable in accordance with the terms of
this Plan statement (and not the Prior Plan Statement). Restricted stock
deferrals which vested and were credited to this Plan on or prior to December
31, 2004 shall be governed exclusively under the terms of the Prior Plan
Statement.


 


3.4                                 Withholding and Crediting of Annual Deferral Amounts.  For each Plan Year, the Base Salary portion
of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for
increases and decreases in Base Salary. The Performance Cash and/or Performance
Shares portion of the Annual Deferral Amount shall be withheld at the time the
Performance Cash and/or Performance Shares are or otherwise would be paid to
the Participant, whether or not this occurs during the Plan Year itself. Annual
Deferral Amounts shall be credited to a Participant’s Deferral Account as soon
as reasonably practicable following the time such amounts would otherwise have
been paid to the Participant.


 


9

















 


3.5                                 Company Contribution Amount.. For each Plan
Year, the CEO (or in the case of a Section 16 Officer, the Committee) may, in
his or her sole discretion, credit any amount to any Participant’s Annual
Account under this Plan, which amount shall be part of the Participant’s
Company Contribution Amount for that Plan Year. The amount so credited to a
Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be
zero, even though one or more other Participants receive a Company Contribution
Amount for that Plan Year. The Company Contribution Amount described in this
Section 3.5, if any, shall be credited to the Participant’s Annual Account for
the applicable Plan Year on a date or dates to be determined by the CEO (or the
Committee as applicable), in his or her sole discretion.


 


3.6                                 Company Restoration Matching Amount.  A Participant’s Company Restoration Matching
Amount for any Plan Year shall be the amount necessary to make up for the lost
share, if any, of matching contributions (but not elective deferred
contributions) under the 401(k) Plan attributable to the Participant’s
deferrals under this Plan that would have otherwise been allocated to the
account of the Participant under the 401(k) Plan for such Plan Year. The amount
so credited to a Participant under this Plan for any Plan Year (i) may be
smaller or larger than the amount credited to any other Participant and (ii)
may differ from the amount credited to such Participant in the preceding Plan
Year. The Participant’s Company Restoration Matching Amount, if any, shall be
credited to the Participant’s Annual Account for the applicable Plan Year as
soon as administratively practicable after the amount can be determined for the
applicable Plan Year.


 


3.7                                 Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to
the contrary, if the complete distribution of a Participant’s vested Account
Balance occurs prior to the date on which any portion of (i) the Annual
Deferral Amount that a Participant has elected to defer in accordance with Section
3.3, (ii) the Company Contribution Amount, or (iii) the Company Restoration
Matching Amount, would otherwise be credited to the Participant’s Account
Balance, such amounts shall not be credited to the Participant’s Account
Balance, but shall be paid to the Participant in a single lump sum as soon as
administratively practicable after the amount can be determined.


 


3.8                                 Vesting. A Participant shall at all times be 100% vested in
his or her Account Balance; provided, however, that a Participant shall be vested
in any Company Contribution Amount credited to his or her Company Contribution
Account in accordance with the vesting schedule(s) set forth in his or her
employment agreement or any other agreement entered into between the
Participant and his or her Employer, or as declared by the CEO (or, in the case
of a Section 16 Officer, the Committee). A different vesting schedule may apply
to each Company Contribution Amount credited to the Participant’s Company
Contribution Account. If no vesting schedule is specified in such agreements or
declared by the CEO or Committee, as applicable, a Company Contribution Amount
shall be 100% vested.


 


3.9                                 Crediting and Debiting of Account Balances.  In accordance with, and subject to, the rules
and procedures that are established from time to time by the PIC, amounts shall
be credited or debited to a Participant’s Account Balance in accordance with
the following rules:


 


(a)                                  Measurement Funds. The Participant may elect
one or more of the measurement funds selected by the PIC, in its sole
discretion, which are based on certain mutual funds or other collective
investment vehicles (the “Measurement Funds”), for the purpose of


 


10

















 


crediting or debiting additional amounts to his or her
Account Balance (other than the Performance Share Account). As necessary, the
PIC may, in its sole discretion, discontinue, substitute or add a Measurement
Fund. Each such action will take effect as of the first day of the first
calendar quarter that begins at least 30 days after the day on which the PIC
gives Participants advance written notice of such change.


 


(b)                                 Election of Measurement Funds. A Participant, in
connection with his or her initial deferral election in accordance with Section
3.3(a) above, shall elect, on the Election Form, one or more Measurement
Fund(s) (as described in Section 3.9(a) above) to be used to determine the
amounts to be credited or debited to his or her Account Balance (other than the
Performance Share Account). If a Participant does not elect any of the
Measurement Funds as described in the previous sentence, the Participant’s
Account Balance (other than the Performance Share Account) shall automatically
be allocated into the money market Measurement Fund, as determined by the PIC
from time to time, in its sole discretion. The Participant may (but is not
required to) elect, by submitting an Election Form to the Company that is
accepted by the Company, to add or delete one or more Measurement Fund(s) to be
used to determine the amounts to be credited or debited to his or her Account
Balance (other than the Performance Share Account), or to change the portion of
his or her Account Balance (other than the Performance Share Account) allocated
to each previously or newly elected Measurement Fund. If an election is made in
accordance with the previous sentence, it shall apply as of the first business
day that is administratively practicable, and shall continue thereafter for
each subsequent day in which the Participant participates in the Plan, unless
changed in accordance with the previous sentence.


 


(c)                                  Proportionate Allocation. In making any election
described in Section 3.9(b) above, the Participant shall specify on the
Election Form, in increments of 1%, the percentage of his or her Account
Balance or Measurement Fund, as applicable, to be allocated/reallocated.


 


(d)                                 Annual Performance Share Amounts. Annual Performance Shares
Amounts shall be allocated to the ATK common stock Measuring Fund as of the
date on which such performance shares would otherwise have been paid under the
applicable Company stock incentive plan, and the Participant’s Performance
Share Account shall be credited with the number of units equal to the number of
shares of ATK common stock that would have otherwise been delivered to the
Participant.


 


(i)                                     Cash Dividends. An amount shall be credited on any cash dividend
payment date in that number of units equal to the number of shares that could
have been purchased on the dividend payment date, based upon the closing price
of ATK common stock as reported on the New York Stock Exchange for such date,
with the value of the cash dividends paid on shares of stock equal to the
number of units credited to the Performance Share Account as of the record date
for such dividend.


 


(ii)                                  Changes in ATK Common Stock. In the event that the
Committee shall determine that any dividend or other distribution (whether in
the form of cash, shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
shares of the Company’s common stock or other


 


11

















 


securities of the Company, issuance of warrants or other rights to
purchase shares of the Company’s common stock or other securities of the
Company or other similar corporate transaction or event affects the Company’s
common stock such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust the number,
value and/or type of units that are credited to the Participants’ Performance
Share Account.


 


(iii)                               Voting. No Participant or Beneficiary shall be entitled to
any voting rights with respect to any units credited to the Performance Share
Account.


 


(e)                                  Crediting or Debiting Method. The performance of each
Measurement Fund (either positive or negative) will be determined on a daily
basis based on the manner in which such Participant’s Account Balance has been
hypothetically allocated among the Measurement Funds by the Participant.


 


(f)                                    No Actual Investment. Notwithstanding any other
provision of this Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a Participant’s
election of any such Measurement Fund, the allocation of his or her Account
Balance thereto, the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant’s Account Balance shall  not
be considered or construed in any manner as an actual investment of his or her
Account Balance in any such Measurement Fund. In the event that the Company or
the Trustee (as that term is defined in the Trust), in its own discretion,
decides to invest funds in any or all of the investments on which the
Measurement Funds are based, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a Participant’s Account
Balance shall at all times be a bookkeeping entry only and shall not represent
any investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the Company.


 


3.10         FICA and Other Taxes.


 


(a)                                  Annual Deferral Amounts. For each Plan Year in
which an Annual Deferral Amount is being withheld from a Participant, the
Participant’s Employer(s) shall withhold, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Company may reduce the Annual
Deferral Amount in order to comply with this Section 3.10.


 


(b)                                 Company Restoration Matching Account and Company Contribution Account. When a
Participant’s Annual Account is credited with a Company Restoration Matching
Amount and/or Company Contribution Amount (or, if such amount is subject to a
vesting schedule, when such Participant is vested in such amount), the
Participant’s Employer(s) shall withhold, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Company Restoration Matching Amount and/or Company Contribution Amount. If
necessary, the Company may reduce the vested portion of the Participant’s
Company Restoration Matching Account or Company Contribution Account, as
applicable, in order to comply with this Section 3.10.


 


12

















 


(c)                                  Distributions. The Participant’s Employer(s), or the
trustee of the Trust, shall withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and other taxes
required to be withheld by the Employer(s), or the trustee of the Trust, in
connection with such payments, in amounts and in a manner to be determined in
the sole discretion of the Employer(s) and the trustee of the Trust.


 


ARTICLE 4 

 Scheduled Distribution; Unforeseeable
Financial Emergencies 


 


4.1                                 Scheduled Distribution.  In connection with each election to defer an
Annual Deferral Amount, a Participant may irrevocably elect to receive a
Scheduled Distribution, in the form of a lump sum payment, from the Plan with
respect to all or a portion of the Annual Account (excluding Annual Performance
Share Amounts and Company Contribution Amounts). The Scheduled Distribution
shall be a lump sum payment in an amount that is equal to the portion of the
Annual Account the Participant elected to have distributed as a Scheduled
Distribution, plus amounts credited or debited in the manner provided in
Section 3.9 above on that amount, calculated as of the close of business on the
date on which the Scheduled Distribution becomes payable (or on the immediately
preceding business day if such date is not a business day). Subject to the
other terms and conditions of this Plan, each Scheduled Distribution elected
shall be paid out during a 60-day period commencing immediately after the first
day of any Plan Year designated by the Participant. The Plan Year designated by
the Participant must be at least three Plan Years after the end of the Plan
Year to which the Participant’s deferral election described in Section 3.3
relates. By way of example, if a Scheduled Distribution is elected for Annual
Accounts that are earned in the Plan Year commencing January 1, 2005, the
Scheduled Distribution would become payable during a 60-day period commencing
January 1, 2009.


 


4.2                                 Postponing Scheduled Distributions. A Participant may elect to
postpone a Scheduled Distribution described in Section 4.1 above, and have such
amount paid out during a 60-day period commencing immediately after an
allowable alternative distribution date designated by the Participant in
accordance with this Section 4.2. In order to make this election, the
Participant must submit a new Scheduled Distribution Election Form to the
Company in accordance with the following criteria:


 


(a)                                  Such Scheduled
Distribution Election Form must be submitted to and accepted by the Company at
least 12 months prior to the Participant’s previously designated Scheduled
Distribution Date;


 


(b)                                 The new
Scheduled Distribution Date selected by the Participant must be the first day
of a Plan Year, and must be at least five years after the previously designated
Scheduled Distribution Date; and


 


(c)                                  The election of
the new Scheduled Distribution Date shall have no effect until at least 12
months after the date on which the election is made;


 


Provided, however, a
Participant may elect to postpone each Scheduled Distribution no more than one
time.


 


13

















 


4.3                                 Certain Benefits Take Precedence Over Scheduled Distributions.  If a Benefit Distribution Date occurs that
triggers a benefit under Articles 5, 6, 7 or 8, any Annual Account that is
subject to a Scheduled Distribution election under Section 4.1 shall not be
paid in accordance with Section 4.1, but shall be paid in accordance with the
other applicable Article. Notwithstanding the foregoing, the Committee shall
interpret this Section 4.3 in a manner that is consistent with Code Section
409A and other applicable tax law, including but not limited to guidance issued
after the effective date of this Plan.


 


4.4                                 Withdrawal Payout; Suspensions for Unforeseeable Financial Emergencies.


 


(a)                                  If the
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Senior Vice President of Human Resources (or in the case of a
Section 16 Officer, the Committee) to receive a partial or full payout from the
Plan. The Participant shall only receive a payout from the Plan to the extent
such payout is deemed necessary by the Senior Vice President of Human Resources
or the Committee, as applicable, to satisfy the Participant’s Unforeseeable
Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably
anticipated as a result of the distribution. If a Participant receives a payout
due to an Unforeseeable Financial Emergency, such Participant’s deferrals under
this Plan shall cease. The Participant may not again elect to defer
compensation until the enrollment period for the Plan Year that begins at least
12 months after such payout (or such later enrollment period, if required by
Code Section 409A and other applicable tax law).


 


(b)                                 The payout
shall not exceed the lesser of (i) the Participant’s vested Account Balance,
calculated as of the close of business on the date on which the amount becomes
payable, as determined by the Senior Vice President of Human Resources or Committee,
as applicable, or (ii) the amount necessary to satisfy the Unforeseeable
Financial Emergency, plus amounts reasonably necessary to pay taxes reasonably
anticipated as a result of the distribution. Notwithstanding the foregoing, a
Participant may not receive a payout from the Plan to the extent that the
Unforeseeable Financial Emergency is or may be relieved (A) through
reimbursement or compensation by insurance or otherwise, (B) by liquidation of
the Participant’s assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship or (C) by suspension of deferrals
under this Plan, if the Senior Vice President of Human Resources or the
Committee, as applicable, determines that suspension is required by Code Section
409A and other applicable tax law.


 


(c)                                  If the Senior
Vice President of Human Resources or the Committee, as applicable, approves a
Participant’s petition for payout, the Participant’s deferrals under this Plan
shall be suspended as of the date of such approval and the Participant shall
receive a payout from the Plan within 60 days of the date of such approval.


 


(d)                                 Notwithstanding
the foregoing, the Senior Vice President of Human Resources or the Committee,
as applicable, shall interpret all provisions relating to suspension and/or
payout under this Section 4.4 in a manner that is consistent with Code Section
409A and other applicable tax law, including but not limited to guidance issued
after the effective date of this Plan.


 


14

















 


ARTICLE 5


Retirement Benefit


 


5.1                                 Retirement Benefit. A Participant who Retires
shall receive, as a Retirement Benefit, his or her vested Account Balance,
calculated as of the close of business on the Participant’s Benefit Distribution
Date.


 


5.2                                 Payment of Retirement Benefit.


 


(a)                                  In connection
with a Participant’s election to defer an Annual Deferral Amount, the
Participant shall elect the form in which his or her Annual Account for such
Plan Year will be paid. The Participant may elect to receive each Annual
Account in the form of a lump sum or pursuant to an Annual Installment Method
of up to 15 years. The Participant may change this election one time by
submitting an Election Form to the Company in accordance with the following criteria:


 


(i)                                     The election to
modify the form of payment for such Annual Account shall have no effect until
at least 12 months after the date on which the election is made;


 


(ii)                                  The first
payment related to such Annual Account shall be delayed at least five years
from the originally scheduled Benefit Distribution Date for such Annual
Account, as described in Section 1.9(a);


 


(iii)                               Notwithstanding
the foregoing, the Company, the Committee and the Senior Vice President of
Human Resources, as applicable, shall interpret all provisions relating to
changing the Annual Account election under this Article 5 in a manner that is
consistent with Code Section 409A and other applicable tax law, including but
not limited to guidance issued after the effective date of this Plan.


 


The Election Form most
recently accepted by the Company shall govern the payout of the Annual Account.
If a Participant does not make any election with respect to the payment of the
Annual Account, then such Participant shall be deemed to have elected to
receive the Annual Account in a lump sum.


 


(b)                                 The lump sum
payment shall be made, or installment payments shall commence, no later than 60
days after the Benefit Distribution Date. Remaining installments, if any, shall
continue in accordance with the Participant’s election for each Annual Account
and shall be paid no later than 60 days after each anniversary of the Benefit
Distribution Date.


 


(c)                                  Notwithstanding
a Participant’s election to receive payment of an Annual Account in
installments, if the Participant’s vested Account Balance, calculated as of the
close of business on the Participant’s Benefit Distribution Date (or on the
immediately preceding business day if such date is not a business day) is
determined to have a value of $25,000 or less, the Participant’s entire Account
Balance shall be paid in a single lump sum no later than 60 days after the
Benefit Distribution Date.


 


15

















 


ARTICLE 6

Termination Benefit


 


6.1                                 Termination Benefit.  A Participant who experiences a Termination
of Employment shall receive, as a Termination Benefit, his or her vested
Account Balance, calculated as of the close of business on the Participant’s
Benefit Distribution Date (or the first anniversary thereof, in accordance with
the Participant’s election below). If the calculation date is not a business
day, then such calculation shall be made on the immediately preceding business
day.


 


6.2                                 Payment of Termination Benefit.  In connection with a Participant’s election
to defer an Annual Deferral Amount, the Participant shall elect to receive each
Annual Account in a lump sum payment: 
(i) no later than 60 days after the last day of the six-month period
immediately following the date on which the Participant experiences a Termination
of Employment or (ii) no later than 60 days after the first anniversary of such
Termination of Employment. If a Participant does not make any election with
respect to the payment of the Annual Account, the Annual Account shall be paid
to the Participant no later than 60 days after the last day of the six-month
period immediately following the date on which the Participant experiences a
Termination of Employment.


 


ARTICLE 7

Disability Benefit


 


7.1                                 Disability Benefit.  Upon a Participant’s Disability, the
Participant shall receive a Disability Benefit, which shall be equal to the
Participant’s vested Account Balance, calculated as of the close of business on
the Participant’s Benefit Distribution Date (or on the immediately preceding
business day if such date is not a business day).


 


7.2                                 Payment of Disability Benefit.  The Disability Benefit shall be paid to the
Participant in a lump sum payment no later than 60 days after the Participant’s
Benefit Distribution Date.


 


ARTICLE 8

Death Benefit


 


8.1                                 Death Benefit.  The
Participant’s Beneficiary(ies) shall receive a Death Benefit upon the
Participant’s death which will be equal to the Participant’s vested Account
Balance, calculated as of the close of business on the Participant’s Benefit
Distribution Date (or on the immediately preceding business day if such date is
not a business day).


 


8.2                                 Payment of Death Benefit.  The Death Benefit shall be
paid to the Participant’s Beneficiary(ies) in a lump sum payment no later than
60 days after the Participant’s Benefit Distribution Date. In no event,
however, shall the Death Benefit be paid later than the later of (i) 90 days
after the date of the Participant’s death or (ii) the last day of the calendar
year in which the Participant’s death occurs.


 


16

















 


ARTICLE 9

Form of Payment


 


9.1                                 Payment in Cash or Common Stock.  Payment of a Participant’s Annual Account
shall be made in cash; provided, however, that payment of the portion of the
Participant’s Account Balance attributable to the Participant’s Performance
Share Account, if any, shall be made, net of withholding taxes, exclusively in
shares of the Company’s common stock.


 


9.2                                 Relation to Stock Incentive Plan.  Benefits attributable to Performance Share
Accounts which are paid in shares of the Company’s common stock are subject to
any applicable terms, conditions and restrictions required by the applicable
Company stock incentive plan.


 


ARTICLE 10

Beneficiary Designation


 


10.1                           Beneficiary.  Each
Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits
payable under the Plan to a beneficiary upon the death of a Participant. The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


10.2                           Beneficiary Designation; Change; Spousal Consent.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Company. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Company’s rules and procedures, as in
effect from time to time. If the Participant names someone other than his or
her spouse as a Beneficiary, the Senior Vice President of Human Resources may,
in his or her sole discretion, determine that spousal consent is required to be
provided in a form designated by the Senior Vice President of Human Resources,
executed by such Participant’s spouse and returned to the Company. Upon the
acceptance by the Company of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Company shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Company prior to his or her death.


 


10.3                           Acknowledgment.  No
designation or change in designation of a Beneficiary shall be effective until
received and acknowledged in writing by the Company.


 


10.4                           No Beneficiary Designation.   If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to
be paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant’s estate.


 


10.5                           Doubt as to Beneficiary.   If the Senior Vice President of Human
Resources has any doubt as to the proper Beneficiary to receive payments
pursuant to this Plan, he or she shall have the right, exercisable in his or
her discretion, to cause the Participant’s Employer to withhold such payments
until this matter is resolved to his or her satisfaction.


 


17

















 


10.6                           Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Company, the Employer, the
Committee and the Vice President of Human Resources from all further
obligations under this Plan with respect to the Participant.


 


ARTICLE 11

Leave of Absence


 


11.1                           Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take a paid leave of absence from the employment of
the Employer, (i) the Participant shall continue to be considered eligible for
the benefits provided in Articles 4, 5, 6, 7 or 8 in accordance with the
provisions of those Articles, and (ii) the Annual Deferral Amount  shall continue to be withheld during such
paid leave of absence in accordance with Section 3.3.


 


ARTICLE 12

Termination of Plan, Amendment or Modification


 


12.1                           Termination of Plan.  Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time
in the future. Accordingly, the Company reserves the right to Terminate the
Plan (as defined in Section 1.43). In the event of a Termination of the Plan,
the Measurement Funds available to Participants following the Termination of
the Plan shall be comparable in number and type to those Measurement Funds
available to Participants in the Plan Year preceding the Plan Year in which the
Termination of the Plan is effective. Following a Termination of the Plan,
Participant Account Balances shall remain in the Plan until the Participant
becomes eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in
accordance with the provisions of those Articles. The Termination of the Plan
shall not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date of
termination; provided, however, the Company shall have the right, in its sole
discretion, and notwithstanding any elections made by the Participant, to
immediately pay all benefits in a lump sum following such Termination of the
Plan, if (i)(A) Termination is not proximate to a downturn in the financial
health of the Company, (B) the Company terminates all arrangements required to
be aggregated with the Plan pursuant to Code Section 409A, (C) lump sum
payments are made between 12 and 24 months following Termination of the Plan,
and (D) the Company does not establish a new plan that would have been
aggregated with the Plan for purposes of Code Section 409A within three years
following Termination of the Plan, or (ii) Termination is in connection with
dissolution or change in control of the Company, or such other circumstances
permitted by applicable guidance, and in accordance with such other
corresponding conditions required by Code Section 409A and regulations or other
guidance issued thereunder.


 


18

















 


12.2                           Amendment.


 


(a)                                  The Committee
may, at any time, amend or modify the Plan in whole or in part. Notwithstanding
the foregoing, no amendment shall be effective to decrease the value of a
Participant’s vested Account Balance in existence at the time the amendment is
made. In no event shall the
Company, the Employer or the Committee be responsible for any decline in a
Participant’s Account Balance as a result of the selection, discontinuation,
addition, substitution, crediting or debiting of the Measurement Funds pursuant
to Section 3.9.


 


(b)                                 Notwithstanding
any provision of the Plan to the contrary, in the event that the Committee
determines that any provision of the Plan may cause amounts deferred under the
Plan to become immediately taxable to any Participant under Code Section 409A,
and related guidance, the Committee may (i) adopt such amendments to the Plan
and appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the Plan benefits provided by the Plan
and/or (ii) take such other actions as the Committee determines necessary or
appropriate to comply with the requirements of Code Section 409A, and related
guidance.


 


12.3                           Effect of Payment.  The full payment of the Participant’s vested
Account Balance under Articles 4, 5, 6, 7 or 8 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan.


 


ARTICLE 13

Administration


 


13.1                           Committee Duties.  Except as otherwise provided in this Plan,
this Plan shall be administered by the Committee. The Committee shall also have
the discretion and authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan and (ii)
decide or resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. When making a determination or
calculation, the Company, Committee and the Senior Vice President of Human
Resources, as applicable, shall be entitled to rely on information furnished by
a Participant.


 


13.2                           Agents.  In the
administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to
time consult with counsel who may be counsel to any Employer.


 


13.3                           Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


 


13.4                           Indemnity.  All
Employers shall indemnify and hold harmless the members of the Committee, the
PIC, the PRC, the CEO, the Senior Vice President of Human Resources, any
Employee to whom duties have been or may be delegated under this Plan, and the
Administrator against any


 


19

















 


and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this
Plan, except in the case of an individual’s willful misconduct.


 


13.5                           Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may be,
on all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability, death or Termination of Employment
of its Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.


 


ARTICLE 14

Other Benefits and Agreements


 


14.1                           Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer. The Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise be
expressly provided.


 


ARTICLE 15

Claims Procedures


 


15.1                           Presentation of Claim.  Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may
deliver to the PRC (or in the case of a Section 16 Officer, the Committee) a
written claim for a determination with respect to the amounts distributable to
such Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days after
such notice was received by the Claimant. All other claims must be made within
180 days of the date on which the event that caused the claim to arise occurred.
The claim must state with particularity the determination desired by the
Claimant.


 


15.2                           Notification of Decision.  The PRC (or in the case of a Section 16
Officer, the Committee) shall consider a Claimant’s claim within a reasonable
time, but no later than 90 days (45 days in the case of a determination of
Disability) after receiving the claim. If the PRC or the Committee, as
applicable, determines that special circumstances require an extension of time
for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial 90-day period (45-day
period in the case of a determination of Disability, or initial 30-day
extension of such 45-day period). In no event shall such extension exceed a
period of 90 days from the end of the initial period (in the case of a
determination of Disability, an initial extension of 30 days, or an additional
subsequent extension of an additional 30 days). The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the PRC or the Committee expects to render the benefit determination. The
PRC or the Committee, as applicable, shall notify the Claimant in writing:


 


(a)                                  that the
Claimant’s requested determination has been made, and that the claim has been
allowed in full; or


 


20

















 


(b)                                 that the PRC or
the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:


 


(i)                                     the specific
reason(s) for the denial of the claim, or any part of it;


 


(ii)                                  specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;


 


(iii)                               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;


 


(iv)                              an explanation
of the claim review procedure set forth in Section 15.3 below; and


 


(v)                                 a statement of
the Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.


 


15.3                           Review of a Denied Claim.  On or before 60 days (180 days in the case of
a determination of Disability) after receiving a notice from the PRC (or in the
case of a Section 16 Officer, the Committee) that a claim has been denied, in
whole or in part, a Claimant (or the Claimant’s duly authorized representative)
may file with the PRC or the Committee, as applicable, a written request for a
review of the denial of the claim. The Claimant (or the Claimant’s duly
authorized representative):


 


(a)                                  may, upon
request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits;


 


(b)                                 may submit
written comments or other documents; and/or


 


(c)                                  may request a
hearing, which the PRC or the Committee (as applicable), in its sole
discretion, may grant.


 


15.4                           Decision on Review.  The PRC (or in the case of a Section 16
Officer, the Committee) shall render its decision on review promptly, and no
later than 60 days (45 days in the case of a determination of Disability) after
the receipt of the Claimant’s written request for a review of the denial of the
claim. If the PRC or the Committee, as applicable, determines that special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 60-day period (45-day period in the case of a
determination of Disability). In no event shall such extension exceed a period
of 60 days (45 days in the case of a determination of Disability) from the end
of the initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the PRC or
the Committee, as applicable, expects to render the benefit determination. In
rendering its decision, the PRC or the Committee, as applicable, shall take
into account all comments, documents, records and other information submitted
by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination. Notwithstanding
any provisions of this Section 15.4 to the contrary, all decisions on review of
a determination of Disability shall be made by the Committee (or the Board in
the case of a Section 16 Officer). The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


 


(a)                                  specific
reasons for the decision;


 


21

















 


(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was based;


 


(c)                                  a statement
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


 


(d)                                 a statement of
the Claimant’s right to bring a civil action under ERISA Section 502(a).


 


15.5                           Legal Action.  A
Claimant’s compliance with the foregoing provisions of this Article 15 is a
mandatory prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under this Plan. Any legal action must be
brought within two years after the Claimant knew or should have known of the
principal facts on which the claim is based or, if earlier, 90 days after the
procedure under this Article 15 is completed.


 


15.6                           Determinations.  Benefits
under the Plan will be paid only if the PRC (or in the case of a Section 16
Officer, the Committee) decides in its discretion that the applicant is
entitled to them. The PRC or the Committee, as applicable, has discretionary
authority to grant or deny benefits under the Plan. The PRC shall have the sole
discretion, authority and responsibility to interpret and construe this Plan
Statement and all relevant documents and information, and to determine all
factual and legal questions under the Plan, in relation to a person’s (other
than a Section 16 Officer) claim for benefits. The Committee shall have the
sole discretion, authority and responsibility to interpret and construe this
Plan Statement and all relevant documents and information, and to determine all
factual and legal questions under the Plan, including but not limited to the
entitlement of all persons to benefits and the amounts of their benefits. The
Committee’s discretionary authority shall include all matters arising under the
Plan.


 


ARTICLE 16

Trust


 


16.1                           Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under the
Plan, the Company may establish a trust by a trust agreement with a third
party, the trustee, to which each Employer may, in its discretion, contribute
cash or other property to provide for the benefit payments under the Plan, (the
“Trust”).


 


16.2                           Interrelationship of the Plan and the Trust.  The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Employers, Participants
and the creditors of the Company to the assets transferred to the Trust. The
Company shall at all times remain liable to carry out its obligations under the
Plan.


 


16.3                           Distributions From the Trust.  The Company’s obligations under the Plan may
be satisfied with Trust assets distributed pursuant to the terms of the Trust,
and any such distribution shall reduce the Company’s obligations under this
Plan.


 


22

















 


ARTICLE 17

Miscellaneous


 


17.1                           Status of Plan.  The Plan is
intended to be a plan that is not qualified within the meaning of Code Section
401(a) and that “is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to
the extent possible in a manner consistent with that intent and (ii) in
accordance with Code Section 409A and other applicable tax law, including but
not limited to Treasury Regulations promulgated pursuant to Code Section 409A.


 


17.2                           Unsecured General Creditor.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of the Company. For purposes of the payment of
benefits under this Plan, any and all of the Company’s assets shall be, and
remain, the general, unpledged unrestricted assets of the Company. The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.


 


17.3                           Employer’s Liability.  The Company’s liability for the payment of
benefits shall be defined only by the Plan. The Company shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan.


 


17.4                           Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise (including without limitation any domestic
relations order, whether or not a “qualified domestic relations order” under
section 414(p) of the Code and section 206(d) of ERISA) before the Account
Balance is distributed to the Participant or Beneficiary.


 


17.5                           Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Company or any
Employer and the Participant. Such employment is hereby acknowledged to be an “at
will” employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in this Plan
shall be deemed to give a Participant the right to be retained in the service
of the Company or any Employer or to interfere with the right of the Company or
any Employer to discipline or discharge the Participant at any time.


 


17.6                           Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Company by furnishing any and all information requested by
the Company and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments


 


23

















 


of benefits hereunder, including but not limited to
taking such physical examinations as the Company may deem necessary.


 


17.7                           Terms.  Whenever
any words are used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply.


 


17.8                           Captions.  The
captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.


 


17.9                           Governing Law. 
Subject to ERISA, the provisions of this Plan shall be construed and interpreted
according to the internal laws of the State of Minnesota without regard to its
conflicts of laws principles.


 


17.10                     Notice.  Any notice
or filing required or permitted to be given to the Company under this Plan
shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below: 


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  	
   

  
	
   

  	
  Attn:  ATK Executive
  Compensation
           Department

  	
   

  
	
   

  	
  5050 Lincoln Drive, MN01-3020

  	
   

  
	
   

  	
  Edina, MN 55436

  	
   

  



 


Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration
or certification.


 


Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of the Participant.


 


17.11                     Successors.  The
provisions of this Plan shall bind and inure to the benefit of the Company and
its successors and assigns and the Participant and the Participant’s designated
Beneficiaries.


 


17.12                     Spouse’s Interest. The interest in the
benefits hereunder of a spouse of a Participant who has predeceased the
Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate
succession.


 


17.13                     Validity.  In case any
provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision
had never been inserted herein.


 


17.14                     Incompetent.  If
the Senior Vice President of Human Resources determines in its discretion that
a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, he or she may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or incapable person. The Senior Vice President of Human Resources may require
proof of minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a benefit
shall be a payment for the account


 


24

















 


of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


 


17.15                     Deduction Limitation on Benefit Payments.  The Company may determine that as a result of
the application of the limitation under Code Section 162(m), a distribution
payable to a Participant pursuant to this Plan would not be deductible if such
distribution were made at the time required by the Plan. If the Company makes
such a determination, then the distribution shall not be paid to the
Participant until such time as the distribution first becomes deductible. The
amount of the distribution shall continue to be adjusted in accordance with
Section 3.9 above until it is distributed to the Participant. The amount of the
distribution, plus amounts credited or debited thereon, shall be paid to the
Participant or his or her Beneficiary (in the event of the Participant’s death)
at the earliest possible date, as determined by the Company, on which the
deductibility of compensation paid or payable to the Participant for the
taxable year of the Company during which the distribution is made will not be
limited by Section 162(m). Notwithstanding the foregoing, the Committee shall
interpret this provision in a manner that is consistent with Code Section 409A
and other applicable tax law, including but not limited to guidance issued
after the effective date of this Plan.


 


17.16                     Insurance.  The
Company, on its own behalf or on behalf of the trustee of the Trust, and, in
its sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The
Company or the trustee of the Trust, as the case may be, shall be the sole
owner and beneficiary of any such insurance. The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Company shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to whom the Company has applied for insurance.


 


25
















APPENDIX A


 


ALLIANT
TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN 



(As Amended and
Restated March 18, 2003)


 





















 


ALLIANT
TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN 




TABLE OF
CONTENTS 


 


	
  SECTION 1.

  	
  INTRODUCTION AND
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Statement of Plan

  	
   

  
	
   

  	
  1.2.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
  1.2.1.

  	
  Account

  	
   

  
	
   

  	
   

  	
  1.2.2.

  	
  Affiliate

  	
   

  
	
   

  	
   

  	
  1.2.3.

  	
  Annual Performance Shares
  Amount

  	
   

  
	
   

  	
   

  	
  1.2.4.

  	
  Annual Restricted Stock
  Amount

  	
   

  
	
   

  	
   

  	
  1.2.6.

  	
  ATK

  	
   

  
	
   

  	
   

  	
  1.2.7.

  	
  Beneficiary

  	
   

  
	
   

  	
   

  	
  1.2.8.

  	
  Board of Directors

  	
   

  
	
   

  	
   

  	
  1.2.9

  	
  Bonus Plan

  	
   

  
	
   

  	
   

  	
  1.2.10.

  	
  CEO

  	
   

  
	
   

  	
   

  	
  1.2.11.

  	
  Change of Control

  	
   

  
	
   

  	
   

  	
  1.2.12.

  	
  Code

  	
   

  
	
   

  	
   

  	
  1.2.13.

  	
  Committee

  	
   

  
	
   

  	
   

  	
  1.2.14.

  	
  CVA

  	
   

  
	
   

  	
   

  	
  1.2.16.

  	
  Employers

  	
   

  
	
   

  	
   

  	
  1.2.17.

  	
  ERISA

  	
   

  
	
   

  	
   

  	
  1.2.18.

  	
  Measuring Investments

  	
   

  
	
   

  	
   

  	
  1.2.19.

  	
  Participant

  	
   

  
	
   

  	
   

  	
  1.2.20.

  	
  Plan

  	
   

  
	
   

  	
   

  	
  1.2.21.

  	
  Plan Statement

  	
   

  
	
   

  	
   

  	
  1.2.22.

  	
  Plan Year

  	
   

  
	
   

  	
   

  	
  1.2.23.

  	
  Section 16 Officer

  	
   

  
	
   

  	
   

  	
  1.2.24.

  	
  Termination of Employment

  	
   

  
	
   

  	
   

  	
  1.2.25.

  	
  Valuation Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Eligibility

  	
   

  
	
   

  	
   

  	
  2.1.1.

  	
  Eligibility to Participate

  	
   

  
	
   

  	
   

  	
  2.1.2.

  	
  Determination of
  Eligibility

  	
   

  
	
   

  	
  2.2.

  	
  Participation

  	
   

  	
   

  



 


i





















 


	
  SECTION 3.

  	
  CREDITS TO ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Voluntary Deferrals from
  Salary

  	
   

  
	
   

  	
   

  	
  3.1.1.

  	
  Amount of Deferrals

  	
   

  
	
   

  	
   

  	
  3.1.2.

  	
  Crediting to Accounts

  	
   

  
	
   

  	
   

  	
  3.1.3.

  	
  Restriction on Measuring
  Investments

  	
   

  
	
   

  	
  3.2.

  	
  Voluntary Deferrals from
  Bonuses

  	
   

  
	
   

  	
   

  	
  3.2.1.

  	
  Amount of Bonus Plan
  Deferrals

  	
   

  
	
   

  	
   

  	
  3.2.2.

  	
  Crediting Bonus Plan
  Deferrals to Accounts

  	
   

  
	
   

  	
   

  	
  3.2.3.

  	
  Amount of CVA Deferrals

  	
   

  
	
   

  	
   

  	
  3.2.4.

  	
  Crediting CVA Deferrals to
  Accounts

  	
   

  
	
   

  	
  3.3.

  	
  Section 401(k) Plan
  Supplement

  	
   

  
	
   

  	
   

  	
  3.3.1.

  	
  Amount of Supplement

  	
   

  
	
   

  	
   

  	
  3.3.2.

  	
  Crediting to Accounts

  	
   

  
	
   

  	
  3.4.

  	
  Employer Discretionary
  Supplements

  	
   

  
	
   

  	
  3.5.

  	
  Deferral of Performance
  Shares

  	
   

  
	
   

  	
   

  	
  3.5.1.

  	
  Performance Share Account

  	
   

  
	
   

  	
   

  	
  3.5.2.

  	
  Performance Share Deferral
  Election

  	
   

  
	
   

  	
   

  	
  3.5.3.

  	
  Adjustment of Annual
  Performance Shares Amount

  	
   

  
	
   

  	
  3.6.

  	
  Deferral of Restricted Stock

  	
   

  
	
   

  	
   

  	
  3.6.1.

  	
  Restricted Stock Account

  	
   

  
	
   

  	
   

  	
  3.6.2.

  	
  Restricted Stock Deferral
  Election

  	
   

  
	
   

  	
   

  	
  3.6.3.

  	
  Adjustment of Annual
  Restricted Stock Amount

  	
   

  
	
   

  	
  3.7.

  	
  Transfer Amounts

  	
   

  
	
   

  	
   

  	
  3.7.1.

  	
  Transfer Accounts

  	
   

  
	
   

  	
   

  	
  3.7.2.

  	
  Distribution of Transfer
  Amounts

  	
   

  
	
   

  	
   

  	
  3.7.3.

  	
  Restrictions and
  Limitations

  	
   

  
	
   

  	
  3.8.

  	
  Measuring Investments

  	
   

  
	
   

  	
   

  	
  3.8.1.

  	
  Restricted Bonus Measuring
  Investments

  	
   

  
	
   

  	
   

  	
  3.8.2.

  	
  Rules Regarding
  Measuring Investments

  	
   

  
	
   

  	
  3.9.

  	
  Operational Rules for
  Deferrals

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  ADJUSTMENT OF ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Establishment of Accounts

  	
   

  
	
   

  	
  4.2.

  	
  Accounting Rules

  	
   

  
	
   

  	
  4.3.

  	
  Reallocation of Amounts

  	
   

  
	
   

  	
  4.4.

  	
  ATK Common Stock Measuring
  Investment

  	
   

  
	
   

  	
  4.5.

  	
  Hypothetical Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  VESTING OF ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  SPENDTHRIFT PROVISION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Anti-alienation

  	
   

  
	
   

  	
  6.2.

  	
  Designation of Beneficiary

  	
   

  



 


ii





















 


	
  SECTION 7.

  	
  DISTRIBUTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1.

  	
  Time of Distribution

  	
   

  
	
   

  	
   

  	
  7.1.1.

  	
  Application for
  Distribution

  	
   

  
	
   

  	
   

  	
  7.1.2.

  	
  Section 162(m)
  Determination

  	
   

  
	
   

  	
  7.2.

  	
  Form of Distribution

  	
   

  
	
   

  	
  7.3.

  	
  Election of Time and Form of
  Distribution

  	
   

  
	
   

  	
  7.4.

  	
  Payment to Beneficiary

  	
   

  
	
   

  	
   

  	
  7.4.1.

  	
  Payment to Beneficiary for
  Death After Termination of Employment

  	
   

  
	
   

  	
   

  	
  7.4.2.

  	
  Payment to Beneficiary for
  Death Before Termination of Employment

  	
   

  
	
   

  	
  7.5.

  	
  Designation of Beneficiaries

  	
   

  
	
   

  	
   

  	
  7.5.1.

  	
  Right to Designate

  	
   

  
	
   

  	
   

  	
  7.5.2.

  	
  Spousal Consent

  	
   

  
	
   

  	
   

  	
  7.5.3.

  	
  Failure of Designation

  	
   

  
	
   

  	
   

  	
  7.5.4.

  	
  Disclaimers by
  Beneficiaries

  	
   

  
	
   

  	
   

  	
  7.5.5.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
  7.5.6.

  	
  Special Rules

  	
   

  
	
   

  	
  7.6.

  	
  Death Prior to Full
  Distribution

  	
   

  
	
   

  	
  7.7.

  	
  Facility of Payment

  	
   

  
	
   

  	
  7.8.

  	
  In-Service Distributions

  	
   

  
	
   

  	
   

  	
  7.8.1.

  	
  Pre-Selected In-Service
  Distributions

  	
   

  
	
   

  	
   

  	
  7.8.2.

  	
  On Demand In-Service
  Distributions

  	
   

  
	
   

  	
   

  	
  7.8.3.

  	
  In-Service Distribution
  for Financial Hardship

  	
   

  
	
   

  	
  7.9.

  	
  Effect of Disability

  	
   

  
	
   

  	
  7.10.

  	
  Distributions in Cash

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  FUNDING OF PLAN

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Unfunded and Unsecured Plan

  	
   

  
	
   

  	
  8.2.

  	
  Corporate Obligation

  	
   

  
	
   

  	
  8.3.

  	
  The Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  AMENDMENT AND
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Amendment and Termination

  	
   

  
	
   

  	
  9.2.

  	
  No Oral Amendments

  	
   

  
	
   

  	
  9.3.

  	
  Plan Binding on Successors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  DETERMINATIONS,
  RULES AND REGULATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Determinations

  	
   

  
	
   

  	
  10.2.

  	
  Rules and Regulations

  	
   

  
	
   

  	
  10.3.

  	
  Method of Executing
  Instruments

  	
   

  
	
   

  	
  10.4.

  	
  Claims Procedure

  	
   

  
	
   

  	
   

  	
  10.4.1.

  	
  Original Claim

  	
   

  
	
   

  	
   

  	
  10.4.2.

  	
  Review of Denied Claim

  	
   

  
	
   

  	
   

  	
  10.4.3.

  	
  General Rules

  	
   

  
	
   

  	
   

  	
  10.4.4.

  	
  Disability Claims

  	
   

  
	
   

  	
  10.5.

  	
  Limitations and Exhaustion

  	
   

  
	
   

  	
   

  	
  10.5.1.

  	
  Limitations

  	
   

  
	
   

  	
   

  	
  10.5.2.

  	
  Exhaustion Required

  	
   

  



 


iii





















 


	
  SECTION 11.

  	
  PLAN ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1.

  	
  Officers

  	
   

  
	
   

  	
  11.2.

  	
  Chief Executive Officer

  	
   

  
	
   

  	
  11.3.

  	
  Board of Directors

  	
   

  
	
   

  	
  11.4.

  	
  Committee

  	
   

  
	
   

  	
  11.5.

  	
  Delegation

  	
   

  
	
   

  	
  11.6.

  	
  Conflict of Interest

  	
   

  
	
   

  	
  11.7.

  	
  Administrator

  	
   

  
	
   

  	
  11.8.

  	
  Service of Process

  	
   

  
	
   

  	
  11.9.

  	
  Expenses

  	
   

  
	
   

  	
  11.10.

  	
  Tax Withholding

  	
   

  
	
   

  	
  11.11.

  	
  Certifications

  	
   

  
	
   

  	
  11.12.

  	
  Errors in Computations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  CONSTRUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1.

  	
  Applicable Laws

  	
   

  
	
   

  	
   

  	
  12.1.1.

  	
  ERISA Status

  	
   

  
	
   

  	
   

  	
  12.1.2.

  	
  IRC Status

  	
   

  
	
   

  	
   

  	
  12.1.3.

  	
  References to Laws

  	
   

  
	
   

  	
  12.2.

  	
  Effect on Other Plans

  	
   

  
	
   

  	
  12.3.

  	
  Disqualification

  	
   

  
	
   

  	
  12.4.

  	
  Rules of Document
  Construction

  	
   

  
	
   

  	
  12.5.

  	
  Choice of Law

  	
   

  
	
   

  	
  12.6.

  	
  No Employment Contract

  	
   

  



 


iv





















 


ALLIANT
TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN


 


SECTION 1 



INTRODUCTION AND DEFINITIONS


 


1.1.    Statement
of Plan.    Effective January 1, 2003,
ALLIANT TECHSYSTEMS INC., a Delaware corporation (hereinafter sometimes
referred to as “ATK”) and certain affiliated business entities (together with
ATK hereinafter sometimes collectively referred to as “Employer(s)”)
implemented a nonqualified, unfunded, deferred compensation plan for the
benefit of a select group of management and highly compensated employees of the
Employers, which deferred compensation plan is hereby amended and restated
effective as of March 18, 2003.


 


1.2.    Definitions.    When
the following terms are used herein with initial capital letters, they shall
have the following meanings:


 


1.2.1.    Account—the separate bookkeeping account
representing the separate unfunded and unsecured general obligation of the
Employers established with respect to each person who is a Participant in this
Plan in accordance with Section 2 and to which is credited the dollar
amounts or units of ATK common stock specified in Section 3 and Section 4
and from which are subtracted payments or distributions made pursuant to Section 7.


 


1.2.2.    Affiliate—a business entity which is
affiliated in ownership with ATK or an Employer and is recognized as an
Affiliate by the Committee for purposes of this Plan.


 


1.2.3.    Annual Performance Shares Amount—shall
mean, with respect to an eligible Participant for each Plan Year, the amount of
performance shares deferred in accordance with Section 3.5 of this Plan,
determined by the number of performance shares that would otherwise vest based
upon the satisfaction of the objectives and requirements for the performance
shares, but for the election to defer. In the event of a Participant’s
disability (if deferrals cease in accordance with the terms of the Plan), death
or a Termination of Employment prior to the end of a Plan Year, the Annual
Performance Shares Amount for that Plan Year shall be the actual amount credited
to the Account (or a sub-account) of the Participant prior to such event.


 


1.2.4.    Annual Restricted Stock Amount—shall mean,
with respect to a Participant for each Plan Year, the amount of restricted
stock deferred in accordance with Section 3.6 of this Plan, determined by
the number of shares of restricted stock that would otherwise vest, but for the
election to defer. In the event of a Participant’s disability (if deferrals
cease in accordance with the terms of the Plan), death or a Termination of
Employment prior to the end of a Plan Year, the Annual Restricted Stock Amount
for that Plan Year shall be the actual amount credited to the Account (or a
sub-account) of the Participant prior to such event.


 


1.2.5.    ATK—ALLIANT TECHSYSTEMS INC., a Delaware
corporation, or any successor thereto.


 


1.2.6.    Beneficiary—a person designated by a
Participant (or automatically by operation of the Plan Statement) to receive
all or a part of the Participant’s Account in the event of the Participant’s
death prior to full distribution thereof. A person so designated shall not be
considered a Beneficiary until the death of the Participant.


 


1.2.7.    Board of Directors—the Board of Directors
of ATK or its successor. “Board of Directors” shall also mean and refer to any
properly authorized committee of the Board of Directors.


 


1





















 


1.2.8.    Bonus Plan—an annual cash bonus program
maintained by the Employers, including, without limitation, the Management
Compensation Plan, the Executive Incentive Plan and the Management Incentive
Plan, and any comparable or successor plan.


 


1.2.9.    CEO—the Chief Executive Officer of ATK or
his or her delegee for Plan purposes.


 


1.2.10.    Change of Control—shall mean the occurrence
of any of the following:


 


(a)   The acquisition by any person, entity or “group,”
within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934 (excluding for this purpose, any employee
benefit plan of ATK or any of its “subsidiaries” which acquires beneficial
ownership of voting securities of ATK), of beneficial ownership (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of fifty
percent (50%) or more of either the then outstanding shares of stock or the
combined voting power of then outstanding voting securities of ATK, in one
transaction or a series of transactions; or


 


(b)   Individuals who, as of January 1, 2003,
constituted the Board of Directors (the “Continuing Directors”) cease for any
reason to constitute at least a majority of the Board of Directors without the
affirmative consent and approval of the Continuing Directors, provided that any
person becoming a director of ATK subsequent to January 1, 2003, whose
election, or nomination for election by the stockholders of ATK, was approved
by a vote of at least a majority of the Continuing Directors (other than an
election or nomination of an individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors of ATK or other actual or threatened
solicitation of proxies or consents by or on behalf of a person, entity or “group,”
within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, other than the Board of Directors) shall
be, for purposes of the Plan, considered as though such person were a
Continuing Director; or


 


(c)   (i) the occurrence of a merger, consolidation
or reorganization of ATK in which, as a consequence of the transaction, no
affirmative consent and approval of the Continuing Directors is obtained, and
either the Continuing Directors do not constitute a majority of the directors
of the continuing or surviving corporation or any person, entity or “group,”
within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, controls fifty percent (50%) or more of
the combined voting power of the continuing or surviving corporation; (ii) the
occurrence of any sale, lease or other transfer, in one transaction or a series
of transactions, of all or substantially all of the assets of ATK (at least
80%); or (iii) the adoption by ATK of a plan for its liquidation or
dissolution.


 


(d)   For purposes of this definition of “Change of
Control,” the term “subsidiary” shall mean any corporation, the majority of the
outstanding voting stock of which is owned, directly or indirectly, by ATK.


 


1.2.11.    Code—the Internal Revenue Code of 1986, as
amended.


 


1.2.12.    Committee—the Personnel and Compensation
Committee (also known as the “P&C”) of the Board of Directors consisting
solely of two or more Non-Employee Directors, appointed by and serving at the
pleasure of the Board of Directors (as defined in Rule 16b-3 promulgated
under Section 16 of the Securities and Exchange Act of 1934).


 


1.2.13.    CVA—the Cash Value Added Incentive Program
of the Employers and any comparable successor plan.


 


1.2.14.    Employers—ATK, and its successors, and any
business entity affiliated with ATK (and its successors) that employs persons
who are designated for participation in this Plan.


 


2





















 


1.2.15.    ERISA—the Employee Retirement Income
Security Act of 1974, as amended.


 


1.2.16.    Measuring Investments—the hypothetical
investments in various investment funds designated by the Committee and in ATK
common stock for the purpose of measuring the value of the benefit that may be
payable under the Plan.


 


1.2.17.    Participant—an employee of an Employer who
is designated as or determined to be eligible to participate in this Plan in
accordance with the provisions of Section 2 and who has elected to defer
compensation under Section 3. An employee who has become a Participant
shall be considered to continue as a Participant in this Plan until the date of
the Participant’s death or, if earlier, the date when the Participant no longer
has any Account under this Plan (that is, the Participant has received a
distribution of all of the amounts credited to the Account of the Participant).


 


1.2.18.    Plan—the nonqualified, unfunded, deferred
compensation program maintained by the Employers for the benefit of
Participants eligible to participate therein, as set forth in the Plan
Statement. (As used herein, “Plan” does not refer to the document pursuant to
which this Plan is maintained, that document is referred to herein as the “Plan
Statement”.) The Plan shall be referred to as the “Alliant
Techsystems Inc. Nonqualified Deferred Compensation Plan.”


 


1.2.19.    Plan Statement—this document entitled “Alliant
Techsystems Inc. Nonqualified Deferred Compensation Plan” as adopted by
the Board of Directors effective as of January 1, 2003, as the same may be
amended from time to time thereafter.


 


1.2.20.    Plan Year—the twelve (12) consecutive
month period that begins on January 1 and ends on December 31 of each
year.


 


1.2.21.    Section 16 Officer—an officer of an
Employer who is subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, as amended.


 


1.2.22.    Termination of Employment—a complete
severance of an employment relationship of an employee with the Employers and
all Affiliates, for any reason other than the employee’s death. A transfer from
employment with an Employer to employment with an Affiliate of an Employer
shall not constitute a Termination of Employment. If an Employer who is an
Affiliate ceases to be an Affiliate because of a sale of substantially all the
stock or assets of the Employer, then Participants who are employed by that
Employer and who cease to be employed by ATK or an Employer on account of the
sale of substantially all the stock or assets of the Employer shall be deemed
to have thereby had a Termination of Employment for the purpose of commencing
distributions from this Plan.


 


1.2.23.    Valuation Date—the last business day of
each calendar month, and any other date designated by the Committee or in the
Plan.


 


SECTION 2




PARTICIPATION


 


2.1.    Eligibility.


 


2.1.1.    Eligibility to Participate.    Eligibility
to participate in the Plan shall be limited to only the following
classifications of employees: (i) any employee of an Employer who is
eligible to participate in a Bonus Plan and who is selected for participation
in this Plan by the CEO (or any person authorized to act on behalf of the CEO
by the Committee) and, with respect to any Section 16 Officer, is selected
for participation in this Plan by the Committee; and (ii) any employee who
is an active participant in the Alliant Techsystems Inc. Management
Deferred Compensation Plan who elects, effective as of January 1, 2003, to
cease participation in that plan, resulting in the termination of salary and
bonus deferral elections made in accordance with that


 


3





















 


plan
by the participant and the cessation of amounts credited to any account of the
participant under that plan, and to participate in this Plan. Subject to Section 2.2
of the Plan, such an eligible employee shall be eligible to become a
Participant as of the day designated by the CEO or, with respect to Section 16
Officers, the Committee (or, if the CEO or the Committee does not designate a
day of initial participation, as of the first day of the next following Plan
Year). The CEO shall not select any employee for participation unless the CEO
determines that such employee is a member of a select group of management or
highly compensated employees (as that phrase has been interpreted under ERISA).
The Committee may at any time determine that a Participant is no longer eligible
to make voluntary deferrals from salary under Section 3.1, or Bonus Plan
cash payments or CVA amounts under Section 3.2, or to defer any
performance shares under Section 3.5, or restricted stock under Section 3.6.
The Committee also may determine that a Participant is not eligible for the
credits for the Section 401(k) Plan Supplement under Section 3.3 for
any Plan Year at any time before such credits have actually been made.


 


2.1.2.    Determination of Eligibility.    The
determinations made by the CEO and the Committee pursuant to Section 2.1.1
with respect to eligibility to participate in the Plan shall be conclusive and
binding on all parties. Furthermore, the CEO or, with respect to Section 16
Officers, the Committee may in its discretion determine that a Participant who
performs or who has performed services to or with respect to an Employer is no
longer eligible to develop benefits under the Plan. In such event, any benefits
payable to the Participant under the Plan will be determined as of the date such
Participant ceased such eligibility and will be distributable in accordance
with Section 7 of the Plan.


 


2.2.    Participation.    An
employee determined to be eligible to participate in the Plan under Section 2.1
shall become a Participant as of the date determined under Section 2.1
provided, however, that such employee files with the Committee a completed
deferral election form in accordance with the requirements of Section 3 of
the Plan electing to participate in the Plan. Subject to the provisions of the
Plan, once an employee becomes a Participant in the Plan, the employee shall
remain a Participant until his or her death or, if earlier, the date on which
occurs a distributable event under Section 7 of the Plan and the benefits
which may be payable to the employee under the Plan have been distributed to or
on behalf of the employee.


 


SECTION 3 



CREDITS TO ACCOUNTS


 


3.1.    Voluntary
Deferrals from Salary.


 


3.1.1.    Amount of Deferrals.    For
each Plan Year, on forms furnished and approved by and subsequently filed with
the Committee, an eligible Participant may elect to defer up to seventy percent
(70%), expressed in whole percent increments, of such Participant’s base salary
that would otherwise have been payable to the Participant during the following
Plan Year. The Committee may establish prospectively other limits or other pay
eligible for deferral. To be effective for a Plan Year, the election form must
be received by the Committee before the first day of such Plan Year. For a
newly eligible Participant, however, if the form is received by the Committee
within 30 days after the first day of such eligibility, deferral shall be
effective as of the first day of the month following such receipt.
Notwithstanding the foregoing, for the year in which the Plan is first
implemented, the Plan Year beginning January 1, 2003, and ending December 31,
2003, an eligible Participant may elect to defer up to seventy percent (70%),
expressed in whole percent increments, of such Participant’s base salary for
services to be performed for that period by completing the form and submitting
the form to the Committee on or before December 31, 2002.


 


3.1.2.    Crediting to Accounts.    The
Committee shall cause to be credited to the Account of each Participant the
amount, if any, of such Participant’s voluntary deferrals of salary or other
pay


 


4





















 


under
Section 3.1.1. Such amount shall be credited to the Account as of a date
on which such salary or other pay would otherwise have been payable to the
Participant.


 


3.1.3.    Restriction on Measuring Investments.    If
a Participant elects to defer any base salary pursuant to this Section 3.1,
then, notwithstanding any provision in this Plan to the contrary, the
Participant shall be permitted to allocate amounts credited to Participant’s
Account (or any sub-account) to the Measuring Investments made available under
the Plan for purposes of measuring the value of the Participant’s Account (or
any sub-accounts), provided, however,
that the Participant shall not be permitted to allocate amounts attributable to
base salary to the ATK common stock Measuring Investment, except upon a
subsequent reallocation of the amounts attributable to base salary held in the
Account in compliance with the terms and conditions set forth in Sections 4.3
and 4.4 of this Plan.


 


3.2.    Voluntary
Deferrals from Bonus Plan.


 


3.2.1.    Amount of Bonus Plan Deferrals.    Each
Plan Year, on forms approved and furnished by, and subsequently filed with the
Committee, an eligible Participant may elect to defer (a) up to one
hundred percent (100%) of such Participant’s Bonus Plan cash payment up to and
including the target Bonus Plan cash payment expressed in whole percent
increments up to one hundred percent (100%), and (b) up to one hundred
percent (100%) of such Participant’s Bonus Plan cash payment above such target
expressed in whole percent increments up to one hundred percent (100%). The
Committee may establish prospectively other limits or other bonuses eligible
for deferral. An election by the Participant to defer any such Bonus Plan cash
payments that would otherwise be payable under the Bonus Plan must be made, and
the form on which the election is made must be received by the Committee,
before the first day of October of the Plan Year in which occurs the first
day of the fiscal year of the Employer for which such Bonus Plan cash payments
are determined. Such a deferral election is irrevocable and must be made in the
form and manner prescribed by the Committee and will be given effect even if
the Participant incurs a Termination of Employment prior to the date such Bonus
Plan cash payment would otherwise be payable, but for the election to defer
such payment, provided that the Account or a sub-account established on behalf
of the Participant under the Plan exists to which such deferred amount may be
credited. Notwithstanding the foregoing, for the year in which the Plan is
first implemented, the Plan Year beginning January 1, 2003, and ending December 31,
2003, and, with respect to certain eligible employees who elect to participate
in this Plan and cease participation in the Alliant Techsystems Inc.
Management Deferred Compensation Plan, in recognition of the termination of
rights under the Alliant Techsystems Inc. Management Deferred Compensation
Plan with respect to such Participants, an eligible Participant may elect to
defer such Bonus Plan cash payments as permitted under this Section 3.2.1
for services performed for the fiscal year of an Employer that ends as of March 31,
2003, for which such Bonus Plan cash payments are determinable and payable,
provided that: (a) such election is made by December 11, 2002, (b) such
Bonus Plan cash payments have not yet become due and fully ascertainable, and (c) such
Bonus Plan cash payments would not otherwise be payable until May 2003.
Notwithstanding the foregoing, the amount of any deferral may not exceed the
gross amount of the Bonus Plan cash payment payable to the Participant reduced
by any tax required to be withheld from such amount under sections 3101(a) and
(b), 3121 and 3306 of the Code or any state or local statute.


 


5





















 


3.2.2.    Crediting Bonus Plan Deferrals to Accounts.    The
Committee shall cause to be credited to the Account of each Participant the
amount, if any, of such Participant’s voluntary deferrals of a bonus amount
otherwise payable as a Bonus Plan cash payment but for the election to defer
under Section 3.2.1. The value to be credited to the Account shall be
determined as of the date that the Committee determines and approves the Bonus
Plan amount payable, based on the closing values of the applicable Measuring
Investments on that date, provided, however, that such value shall not be
credited to Participant’s Account until the date the Bonus Plan amount would
otherwise have been payable to the Participant. The Participant shall, pursuant
to Section 4, be permitted to request to allocate or reallocate the amount
deferred under Section 3.2.1 and credited to his or her Account under this
Section 3.2.2 among one or more Measuring Investments, including the ATK
common stock Measuring Investment and the “restricted bonus sub-account”
Measuring Investment pursuant to and in accordance with Sections 3.8 and
4.4 of this Plan.


 


3.2.3.    Amount of CVA Deferrals.    Each
Plan Year, on forms approved and furnished by and subsequently filed with the
Committee, an eligible Participant may elect to defer up to one hundred percent
(100%), expressed in whole percent increments, of such amount that may be
payable to the Participant under the CVA pursuant to the terms and conditions
of the CVA. The amount that would otherwise be payable to the Participant under
the CVA for any year, but for the election to defer under this Plan, shall be
determined in accordance with the terms and conditions of the CVA for that
year. The Committee may establish prospectively other limits or other CVA
amounts eligible for deferral. An election by the Participant to defer any such
CVA amount that would otherwise be payable under the CVA must be made, and the
form on which the election is made must be received by the Committee, before
the first day of October of such Plan Year in which occurs the first day
of the fiscal year of the Employer for which such CVA amount is determined.
Such a deferral election is irrevocable and must be made in the form and manner
prescribed by the Committee and will be given effect even if the Participant
incurs a Termination of Employment prior to the date such CVA amount would
otherwise be payable, but for the election to defer such amount, provided that
the Account or a sub-account established on behalf of the Participant under the
Plan exists to which such deferred amount may be credited. Notwithstanding the
foregoing, the amount of any deferral may not exceed the gross amount of the
CVA payment payable to the Participant reduced by any tax required to be
withheld from such amount under sections 3101(a) and (b), 3121 and
3306 of the Code or any state or local statute.


 


3.2.4.    Crediting CVA Deferrals to
Accounts.    The Committee shall cause to be
credited to the Account of each Participant the amount, if any, of such
Participant’s voluntary deferrals of an amount otherwise payable as a CVA
payment but for the election to defer under Section 3.2.3. The value to be
credited to the Account shall be determined as of the date that the Committee
determines and approves the CVA amount payable, based on the closing values of
the applicable Measuring Investments on that date, provided, however, that such
value shall not be credited to Participant’s Account until the date the CVA
amount would otherwise have been payable to the Participant. The Participant
shall, pursuant to Section 4, be permitted to request to allocate or reallocate
the amounts deferred under Section 3.2.3 and credited to his or her
Account under this Section 3.2.4 among one or more Measuring Investments,
including the ATK common stock Measuring Investment pursuant to and in
accordance with Sections 3.8 and 4.4 of this Plan.


 


3.3.    Section 401(k)
Plan Supplement.


 


3.3.1.    Amount of Supplement.    The
Committee shall determine annually, beginning with the year in which the Plan
is first implemented, the Plan Year beginning January 1, 2003, and ending December 31,
2003, for each Participant who is also a participant in a Section 401(k)
plan sponsored by an Employer the amount, if any, of such lost share of
matching contributions (but not elective deferral contributions) under such Section 401(k)
plan attributable to such


 


6





















 


Participant’s
voluntary deferrals under Sections 3.1 and 3.2 of this Plan that would
otherwise have been allocated to the account of the Participant under that Section 401(k)
plan. Such determination shall be made after the end of each plan year of such Section 401(k)
plan during which the Participant made voluntary deferrals under this Plan.


 


3.3.2.    Crediting to Accounts.    The
Committee shall cause to be credited to the Account of each Participant the
amount, if any, determined under Section 3.3.1. Such amount shall be
credited as of the last day of the plan year of such Section 401(k) plan
or, if that day is not a business day, the next following business day.


 


3.4.    Employer
Discretionary Supplements.    Upon written
notice to one or more Participants and to the Committee, the CEO (or, for any Section 16
Officer, the Committee) may (but is not required to) determine that additional
amounts shall be credited to the Accounts of such Participants. Such notice
shall specify the amounts to be credited to the Accounts of such Participants
and shall specify the date or dates on which such amounts shall be credited to
such Accounts. Notwithstanding Section 5, such notice may also establish
vesting rules for such amounts, in which case separate Accounts shall be
established for such Participants.


 


3.5.    Deferral
of Performance Shares.    Pursuant to the
requirements and the conditions of this Section 3.5, an eligible
Participant may elect to defer one hundred percent (100%), but not less than
one hundred percent (100%), of the value of the number of performance shares
that would otherwise have been delivered to the Participant based upon the
terms and conditions for the delivery of such shares under the applicable ATK
stock incentive plan, but for the election to defer the value of such shares
pursuant to this Section 3.5 (the Annual Performance Shares Amount). If an
eligible Participant makes an election pursuant to this Section 3.5 to
defer an Annual Performance Shares Amount, such amount shall be allocated to
the ATK common stock Measuring Investment as of the date on which such
performance shares would otherwise have vested under the applicable ATK stock
incentive plan, and shall be measured by the value of ATK common stock, and the
Participant’s Account or sub-account shall be credited with the number of units
(including fractions thereof) equal to the number of shares (including
fractions thereof) of common stock that would have otherwise been delivered to
the Participant. Each unit credited to the ATK common stock Measuring
Investment shall be measured by the value of one share of common stock and
treated as though invested in a share of common stock. Notwithstanding the
foregoing, the value of any deferral may not exceed the gross amount of the
value of performance shares that would otherwise have been delivered to the
Participant, reduced by any amounts or performance shares that are used to
satisfy any tax required to be withheld from such value under
sections 3101(a) and (b), 3121 and 3306 of the Code or any state or
local statute.


 


3.5.1.    Performance Share Account.    For
purposes of this Section 3.5, “performance share account” shall mean the
aggregate value, measured on any particular date, of: (i) the value of the
number of performance shares deferred by a Participant equal to the cumulative
Annual Performance Shares Amounts, plus (ii) the value of the number of
additional shares credited as a result of the deemed reinvestment of cash dividends,
if any, paid on ATK’s common stock in accordance with all of the applicable
crediting provisions of the ATK common stock Measuring Investment that relate
to the Participant’s performance share account, reduced by (iii) the value
of the number of performance shares allocated to this performance share account
previously distributed to the Participant or his or her Beneficiary pursuant to
this Plan, subject in each case to any adjustments to the value of the number
of such performance shares determined by the Committee with respect to the ATK
common stock Measuring Investment pursuant to this Section 3.5 and the
Plan. The amount deferred under this Section 3.5 shall be credited to the
Participant’s Account or a sub-account established under the Account of the
Participant and shall be initially allocated to the ATK common stock Measuring
Investment and shall be treated as though it were invested in ATK common stock
and valued accordingly. The Participant shall,


 


7





















 


pursuant
to Section 4, be permitted to request to reallocate the amount (the value
of the performance shares) deferred under Section 3.5 and credited to the
performance share account among one or more Measuring Investments pursuant to
and in accordance with Sections 3.8 and 4.4 of the Plan.


 


3.5.2.    Performance Share Deferral
Election.    For an election to defer
performance shares to be valid: (i) a separate irrevocable election form
approved by the Committee must be completed and signed by the Participant, with
respect to such performance shares, which must provide for the cancellation of
such performance shares under the applicable stock incentive plan of ATK, and (ii) such
election form must be timely delivered to the Committee and accepted by the
Committee at least twelve (12) complete months prior to the date on which
such performance shares would otherwise vest based upon the satisfaction of the
objectives and requirements for the performance shares to vest under the terms
and conditions of the applicable ATK stock incentive plan, but for the election
to defer. A deferral election under this Section 3.5 is irrevocable and
must be made in the form and manner as provided under this Section 3.5,
and will be given effect even if the Participant incurs a Termination of
Employment prior to the date such performance shares would otherwise have been
delivered to the Participant, but for the election to defer such performance
shares, provided that the Account or a sub-account established on behalf of the
Participant under the Plan exists to which the value of such performance shares
may be credited.


 


3.5.3.    Adjustment of Annual
Performance Shares Amount.    Subject to any
terms and conditions imposed by the Committee, the Annual Performance Share Amount
shall include the value of the amount of performance shares the payment of
which has been unilaterally deferred by the Employer, by action of the
Committee, to increase the probability that such payment would be fully
deductible for federal or state income tax purposes if such payment were made,
but for such deferral. The value of any performance shares deferred under this Section 3.5
shall, at the time the performance shares would otherwise have vested under the
terms of an ATK stock incentive plan, but for the deferral, be credited to the
Account of the Participant as of the date on which such performance shares
would otherwise have vested under the terms of the applicable ATK stock
incentive plan.


 


3.6.    Deferral
of Restricted Stock.    Pursuant to the
requirements and the conditions of this Section 3.6, an eligible
Participant may elect to defer one hundred percent (100%), but not less than
one hundred percent (100%), of the value of the number of shares of restricted
stock that would otherwise have been delivered to the Participant under the
terms of the applicable ATK stock incentive plan, but for the election to defer
such value (the Annual Restricted Stock Amount). If an eligible Participant
makes an election pursuant to this Section 3.6 to defer an Annual
Restricted Stock Amount, such amount shall be allocated to the ATK common stock
Measuring Investment as of the date on which such shares of restricted stock
would otherwise have vested under the applicable ATK stock incentive plan, and
shall be measured by the value of ATK common stock, and the Participant’s
Account or sub-account shall be credited with the number of units (including
fractions thereof) equal to the number of shares (including fractions thereof)
of common stock for which the deferral election was made. Each unit credited to
the ATK common stock Measuring Investment shall be measured by the value of one
share of common stock and treated as though invested in a share of common
stock. Notwithstanding the foregoing, the value of any deferral may not exceed
the gross amount of the value of restricted stock that would otherwise have
vested in the Participant reduced by any amounts or shares of restricted stock
that are used to satisfy any tax required to be withheld from such value under
sections 3101(a) and (b), 3121 and 3306 of the Code or any state or
local statute.


 


3.6.1.    Restricted Stock Account.    For
purposes of this Section 3.6, “restricted stock account” shall mean the
aggregate value, measured on any particular date, of: (i) the value of the
number of shares of restricted stock deferred by a Participant equal to the
cumulative Annual Restricted Stock Amounts, plus (ii) the value of the
number of additional shares credited as a result of the


 


8





















 


deemed
reinvestment of cash dividends, if any, paid on ATK’s common stock in
accordance with all of the applicable crediting provisions of the ATK common
stock Measuring Investment that relate to the Participant’s restricted stock
account, reduced by (iii) the value of the number of shares of restricted
stock allocated to this restricted stock account previously distributed to the
Participant or his or her Beneficiary pursuant to this Plan, subject in each
case to any adjustments to the value of the number of such shares determined by
the Committee with respect to the ATK common stock Measuring Investment
pursuant to this Section 3.6 and the Plan. The amount deferred under this Section 3.6
shall be credited to the Participant’s Account or a sub-account established
under the Account of the Participant and shall be initially allocated to the
ATK common stock Measuring Investment and shall be treated as though it were
invested in ATK common stock and valued accordingly. The Participant shall, pursuant
to Section 4, be permitted to request to reallocate the amount (the value
of the restricted stock) deferred under Section 3.6 and credited to the
restricted stock account among one or more Measuring Investments, pursuant to
and in accordance with Sections 3.8 and 4.4 of the Plan.


 


3.6.2.    Restricted Stock Deferral
Election.    For an election to defer restricted
stock to be valid: (i) a separate irrevocable election form approved by
the Committee must be completed and signed by the Participant with respect to
such restricted stock, which must provide for the forfeiture of the shares of
restricted stock and the transfer to and reacquisition by ATK of the portion of
the unvested shares of restricted stock subject to the election that do not
provide for accelerated vesting based on any measure of personal performance
(other than continued employment) or the performance of ATK; (ii) such
election form must be timely delivered to the Committee and accepted by the
Committee at least twelve (12) complete months prior to the date on which
such restricted stock would otherwise vest under the terms of the applicable
ATK stock incentive plan; and (iii) the Participant must tender the
restricted stock which is the subject of the deferral election back to ATK for
cancellation of such restricted stock immediately upon such an election to
defer such restricted stock, and no election form will be accepted without such
tender of such restricted stock. A deferral election under this Section 3.6
is irrevocable and must be made in the form and manner as provided under this Section 3.6,
and will be given effect even if the Participant incurs a Termination of
Employment prior to the date such restricted stock would otherwise have vested
in the Participant, but for the election to defer such restricted stock,
provided that the Account or a sub-account established on behalf of the
Participant under the Plan exists to which the value of such restricted stock
may be credited.


 


3.6.3.    Adjustment of Annual
Restricted Stock Amount.    Subject to any terms
and conditions imposed by the Committee, the Annual Restricted Stock Amount for
the Participant for a Plan Year shall be required to include the value of the
amount of restricted stock the payment of which has been unilaterally deferred
by the Employer, by action of the Committee, to increase the probability that
such payment would be fully deductible for federal or state income tax purposes
if such payment were made, but for such deferral. The value of any restricted
stock deferred under this Section 3.6 shall, at the time the restricted
stock would otherwise have vested under the terms of an ATK stock incentive
plan, but for the deferral, be credited to the Account of the Participant as of
the date on which such restricted stock would otherwise have vested under the
terms of the applicable ATK stock incentive plan.


 


3.7.    Transfer
Amounts.    If a participant in the Alliant
Techsystems Inc. Management Deferred Compensation Plan elects to cease to
participate in that plan and to participate in this Plan pursuant to Section 2
of this Plan, effective as of January 1, 2003, the Participant’s elections
to defer salary and bonus amounts that were made under that plan and in effect
at the time of such election to cease to participate in that plan and to
participate in this Plan shall terminate, effective as of January 1, 2003,
and no additional amounts shall be credited to such Participant’s account or
accounts under that plan


 


9





















 


as of the effective date of such election to cease
to participate in that plan and to participate in this Plan.


 


3.7.1.    Transfer Accounts.    Upon
such Participant’s election to cease to participate in the Alliant
Techsystems Inc. Management Deferred Compensation Plan and to participate
in this Plan, the amounts credited to the account or accounts of that
participant under the Alliant Techsystems Inc. Management Deferred
Compensation Plan shall be transferred to and credited to the Account or
Accounts or any sub-account of the Participant under the Plan and shall be
subject to the terms and conditions of this Plan. The value of the benefits
that were payable to such participant under the Alliant Techsystems Inc.
Management Deferred Compensation Plan shall, after such transfer and credit to
such Account, Accounts or sub-accounts under this Plan, be determined, except
as otherwise provided under this Section 3.7, valued and payable under
this Plan and no benefit shall be determined, valued or payable to or with respect
to that participant under the Alliant Techsystems Inc. Management Deferred
Compensation Plan, and all rights under the Alliant Techsystems Inc.
Management Deferred Compensation Plan shall be waived by that participant and
forfeited.


 


3.7.2.    Distribution of Transfer
Amounts.    Except as otherwise provided under
this Section 3.7, distributions of amounts so credited to the Account,
Accounts or sub-accounts of that participant under this Plan shall be governed
by the terms and conditions of this Plan; provided, however, subject to such
terms and conditions as determined by ATK, distributions currently in effect
pursuant to an election made under the Alliant Techsystems Inc. Management
Deferred Compensation Plan shall continue to be made in accordance with that
election as if no amounts were transferred or credited to Accounts under this
Plan for purposes of such distributions.


 


3.7.3.    Restrictions and Limitations.    Notwithstanding
any provision in this Section 3.7 or the Plan to the contrary, if a Participant
in this Plan had made an in-service distribution election under the Alliant
Techsystems Inc. Management Deferred Compensation Plan and such election
was in effect at the time of the Participant’s election to cease to participate
in that plan, that in-service distribution election shall be treated and given
effect as an in-service distribution election under this Plan made in
accordance with the provisions of this Plan, except, however, that such
in-service distribution shall be made in accordance with the election made
under the Alliant Techsystems Inc. Management Deferred Compensation Plan
as if no transfer of such amount to this Plan had occurred. Furthermore, any
amount allocated by a Participant to the “restricted bonus account” under the
Alliant Techsystems Inc. Management Deferred Compensation Plan at the time
of the Participant’s election to cease to participate in that plan shall be
allocated to a “restricted bonus sub-account” Measuring Investment established
under this Plan and such amount shall continue to be subject to the
restrictions and limitations applicable to that amount as if no transfer of
such amount to this Plan had occurred. Any amount allocated by a Participant to
the deemed (but not actual) investment in the common stock of ATK and valued as
if so invested under the Alliant Techsystems Inc. Management Deferred
Compensation Plan at the time of the Participant’s election to cease to
participate in that plan shall be allocated to the ATK common stock Measuring
Investment established under this Plan and such amount shall be subject to the
provisions of this Plan and such other terms and conditions as determined by
ATK to satisfy any applicable requirements of the Sarbanes-Oxley Act of 2002,
including any applicable requirements regarding notice of blackout periods
pursuant to the Act and the guidance issued by the Department of Labor under section 2520.101-3
of the Department of Labor Regulations.


 


10





















 


3.8.    Measuring
Investments.    The Accounts (and any
sub-accounts) and Measuring Investments are specified solely as a device for
computing the amount of benefits to be paid by the Employers under this Plan,
and the Employers are not required to purchase such investments. The Measuring
Investments available for election by Participants shall include deemed (but
not actual) investment in investment funds made available by the Employers and,
the value of the common stock of ATK, valued at the closing price of ATK common
stock as reported on the New York Stock Exchange composite tape on the date
when such amounts are effectively credited to the ATK common stock Measuring
Investment pursuant to this Plan, except as specifically provided in
Sections 3.2.2 and 3.2.4. No initial deferral amounts may be measured or
valued by the value of ATK common stock other than amounts deferred under (i) Section 3.2
regarding Bonus Plan cash payments and CVA payments, (ii) Section 3.5
regarding Annual Performance Shares Amounts, or (iii) Section 3.6
regarding Annual Restricted Stock Amounts. Other amounts may be reallocated to
the ATK common stock Measuring Investment in compliance with Section 4.4
hereof.


 


3.8.1.    Restricted Bonus Measuring
Investment.    Subject to and pursuant to any
conditions and limitations established by the Committee, the value of Bonus
Plan cash payments deferred in accordance with Section 3.2.1 and 3.2.2 may
be deferred to a “restricted bonus sub-account” Measuring Investment. If such a
deferral is made to the “restricted bonus sub-account” Measuring Investment,
the sub-account shall be credited, in accordance with Section 3.2.2, with
that number of units (including fractions thereof) equal to the number of
shares (including fractions thereof) of ATK common stock that could have been
purchased with the dollar amount of such allocated amount based upon ninety
percent (90%) of the closing price as reported on the New York Stock Exchange,
as of the date specified in Section 3.2.2 of this Plan. (For example, if a
Participant elected to defer 100% of a Bonus Plan cash payment, which was equal
to $30,000 (as reduced for any required tax withholding), and elected to
allocate the value of such deferral to the “restricted bonus sub-account”
Measuring Investment, and the price per share of ATK common stock was
determined to be $60, the sub-account would be credited with 555.55 units
valued at $33,333 ($30,000 ÷ (.90 × $60) = 555.55
units)). Any amounts so allocated to the “restricted bonus sub-account”
Measuring Investment shall be restricted from any reallocation to any other
Measuring Investment available under the Plan for twelve (12) consecutive
months beginning as of the date on which such amounts are so allocated. Any
such allocation to the “restricted bonus sub-account” Measuring Investment
shall be irrevocable during the twelve consecutive month period and shall be
subject to any applicable state or federal securities laws including any
applicable reporting requirements. As of the end of such twelve consecutive
month period, the units so allocated to such “restricted bonus sub-account”
Measuring Investment shall be allocated to the ATK common stock Measuring
Investment.


 


3.8.2.    Rules Regarding Measuring
Investments.    The Committee shall determine
additional Measuring Investments and the rules for the implementation of
this Section 3.8 (including rules for designating and changing
Measuring Investments).


 


3.9.    Operational
Rules for Deferrals.    A Participant’s
election to defer under Section 3.1 shall be “evergreen” (that is, it shall
remain in effect for such Plan Year and, unless timely revised by the
Participant for a later Plan Year before the beginning of such Plan Year, for
all later Plan Years). If a Participant’s compensation after deferrals is not
sufficient to cover tax or other payroll withholding requirements, the
Committee shall reduce the Participant’s deferrals to the extent necessary to
cover such requirements.


 


11





















 


SECTION 4 



ADJUSTMENT OF ACCOUNTS


 


4.1.    Establishment
of Accounts.    There shall be established for
each Participant an unfunded, bookkeeping Account that shall be adjusted each
business day.


 


4.2.    Accounting
Rules.    The Committee may adopt (and revise)
accounting rules for the Accounts (but such rules shall not change
the dates on which any amounts deferred under this Plan are effectively
credited to a Measuring Investment).


 


4.3.    Reallocation
of Amounts.    Except with regard to the ATK
common stock Measuring Investment, which is subject to Section 4.4 of the
Plan, and pursuant to any terms, conditions or rules established by the
Committee, a Participant may request on a daily basis to have the amounts
credited to the Account (or any sub-account) under the Plan reallocated among
one or more Measuring Investments valued at the closing value for such
Measuring Investments on the effective date of such reallocation. The
Participant’s reallocation requests must be in writing (which may be in an
electronic format) on an election form (which may be in an electronic format)
approved by the Committee, and in one percent (1%) increments. The portion of
any Account (or sub-account) allocated to a Measuring Investment shall be
deemed to be invested in such Measuring Investment, reflecting all earnings,
losses and other distributions or charges and changes in value which would have
been incurred through such an investment. The Committee specifically reserves
the authority and right to determine which Measuring Investment if any, to make
available, and the continued availability of selected Measuring Investment.


 


4.4.    ATK
Common Stock Measuring Investment.    If the
Committee permits amounts to be measured by the value of ATK common stock,
then, subject to any other rules or requirements established by the Committee
and subject to applicable accounting rules, and any applicable state and
federal securities laws and reporting requirements, the requirements of this Section 4.4
shall apply.


 


(a)   Common Stock.    A
Participant may elect to have the amounts credited to his or her Account or
Accounts (or sub-account or sub-accounts) allocated or reallocated to or from
the ATK common stock Measuring Investment. Except as specifically set out in
Sections 3.2, 3.5, or 3.6, such elections may only be made quarterly by filing
with the Committee an election, on forms approved and furnished by the
Committee, to make such an allocation or reallocation, during the election period
consisting of the 12 consecutive business days immediately following the public
release of ATK’s financial results for that fiscal quarter for which an
election is made (for purposes of this Section 4.4 defined as a “Quarterly
Election Period”). If such an election is made, the ATK common stock Measuring
Investment shall be credited with, or reduced by, as determined by the election
made, that number of units (including fractions thereof) equal to the number of
shares (including fractions thereof) of ATK common stock that could have been
purchased, or sold, as determined by the election made, with the dollar amount
of such allocated or reallocated amount determined as of the date of such
election during the Quarterly Election Period at the stock price per share
based upon the closing price as reported on the New York Stock Exchange for
such date. During each Quarterly Election Period, Participant may make one or
more elections to allocate or reallocate the amounts credited to his or her
Account or Accounts (or sub-account or sub-accounts) to or from the ATK common
stock Measuring Investment, provided, however, that a Participant may not
allocate or reallocate both in to and out of the ATK common stock Measuring
Investment during the same Quarterly Election Period. Each unit of the ATK
common stock Measuring Investment shall be measured by the value of one share
of stock and treated as though invested in a share of stock.


 


(b)   Cash Dividends.    Amounts
measured by the value of ATK common stock shall be credited on any cash
dividend payment date with that number of units equal to the number of


 


12





















 


shares
which could have been purchased on the dividend payment date, based upon the
closing price of ATK common stock as reported on the New York Stock Exchange
for such date, with the value of the cash dividends paid on shares of stock
equal to the number of units credited to the Account as of the record date for
such dividend.


 


(c)   Stock Dividends.    The
number of units credited to the Account shall be adjusted to reflect any change
in the outstanding ATK common stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change.


 


(d)   Voting of Common
Stock.    No Participant or Beneficiary shall be
entitled to any voting rights with respect to any units credited to the
Account.


 


4.5.    Hypothetical
Account.    The Account established under this
Plan, including any sub-accounts established under this Plan, shall be
hypothetical in nature and shall be maintained for bookkeeping purposes only.
Neither the Plan nor any Account or sub-accounts established under the Plan
shall hold or be required to hold any actual funds or assets.


 


SECTION 5



VESTING OF ACCOUNTS


 


The Account, and any other
Accounts or sub-accounts established under the Account, of each Participant
shall be fully (100%) vested and nonforfeitable at all times (except for early
distribution penalties described in Section 7), which, for purposes of the
Plan, determines the Participant’s interest in the benefit described under the
Plan that may be payable to or with respect to the Participant in accordance
with and subject to the terms of the Plan.


 


SECTION 6


 


SPENDTHRIFT PROVISION


 


6.1.    Anti-alienation.    No
Participant or Beneficiary shall have any interest in the Account or any
sub-account which can be transferred nor shall any Participant or Beneficiary
have any power to anticipate, alienate, dispose of, pledge or encumber the same
while in the possession or control of the Employers, nor shall the Committee
recognize any assignment thereof, either in whole or in part, nor shall the
Account be subject to attachment, garnishment, execution following judgment or
other legal process before the Account is distributed to the Participant or
Beneficiary.


 


6.2.    Designation
of Beneficiary.    The power to designate
Beneficiaries to receive the Account or any sub-account of a Participant in the
event of such Participant’s death shall not permit or be construed to permit
such power or right to be exercised by the Participant so as thereby to
anticipate, pledge, mortgage or encumber such Participant’s Account or any part
thereof and any attempt of a Participant to so exercise said power in violation
of this provision shall be of no force and effect and shall be disregarded by
the Committee.


 


SECTION 7



DISTRIBUTIONS


 


7.1.    Time of
Distribution.    Except as otherwise provided in
this Section 7, a Participant’s Account, and all sub-accounts (reduced by
the amount of any applicable payroll, withholding and other taxes), shall be
distributable upon the Termination of Employment of the Participant. The amount
of such distribution shall be determined as of the Valuation Date immediately
following the Termination of Employment and shall be actually paid (or, in the
case of installments, commenced) by the Employers as soon as practicable after
such determination (but in no event later than 90 days after


 


13





















 


such Valuation Date); provided, however, that if the
Participant has so elected as described in Section 7.3, the amount of such
distribution shall instead be determined as of the Valuation Date that is
twelve (12) months after the Valuation Date immediately following the
Termination of Employment or as of the Valuation Date that is sixty
(60) months after the Valuation Date immediately following the Termination
of Employment and shall be actually paid (or, in the case of installments,
commenced) by the Employers as soon as practicable after such determination.


 


7.1.1.    Application for Distribution.    A
Participant shall not be required to make application to receive payment.
Distribution shall not be made to any Beneficiary, however, until such
Beneficiary shall have filed a written application for benefits in a form
acceptable to the Committee and such application shall have been approved by
the Committee.


 


7.1.2.    Section 162(m) Determination.    If
the Committee determines that delaying the time that initial payments are made
or commenced would increase the probability that such payments would be fully
deductible for federal or state income tax purposes, the Employers may
unilaterally delay the time of the making or commencement of payments for up to
twenty-four (24) months after the date such payments would otherwise be payable.


 


7.2.    Form of
Distribution.    Distribution of the Participant’s
Account shall be made as follows:


 


(a)   Lump Sum.    Unless
the Participant qualifies to receive installments as permitted by Section 7.2(b),
distribution of all benefits payable to the Participant under the Plan shall be
made in the form of a single lump sum.


 


(b)   Installments.


 


(i)  Eligibility for
Installments for Participants Who Have Attained Age Fifty-Five (55).    A
Participant’s Account, including any sub-accounts, shall be distributed in the
form of a series of annual installments not to exceed fifteen (15) annual
installments if, and only if, the Participant has satisfied the following
conditions: (a) the Participant, at Termination of Employment, has
attained age fifty-five (55) and has at least five (5) years of
continuous service with the Employers or one or more Affiliates, (b) the
Participant has made an election to receive distribution of the Account,
including any sub-accounts, in annual installments as described in Section 7.3,
and (c) the Participant has elected the number of annual installments to
be made.


 


(ii)  Eligibility for
Installments for Participants Who Have Not Attained Age Fifty-Five (55).    A
Participant’s Account, including any sub-accounts, shall be distributed in the
form of a series of annual installments not to exceed five (5) annual
installments if, and only if, the Participant has satisfied the following
conditions: (a) the Participant, at Termination of Employment, has not yet
attained age fifty-five (55), but has at least five (5) years of
continuous service with the Employers or one or more Affiliates, (b) the
Participant has made an election to receive distribution of the Account,
including any sub-accounts, in annual installments as described in Section 7.3,
and (c) the Participant has elected the number of annual installments to
be made.


 


(iii)  Time and Amount of
Installments.    The amount of each annual
installment shall be determined, as of the Valuation Date coincident with or
next following each annual installment, by dividing the amount of the Account,
including all sub-accounts, as of such Valuation Date by the number of
remaining installment payments to be made (including the payment being
determined). After the first installment, the amount of future installments
will be determined as of each following December 31 (beginning with the December 31
immediately following the first installment). Such installments shall be
actually paid as soon as practicable after each such determination.


 


14





















 


(iv)  Request for Lump Sum
Payment.    On forms furnished by and filed with
the Committee, a Participant who is receiving installments may elect to receive
the total remaining balance of the Account and all sub-accounts (but not part
thereof) for any reason, provided that the Account balance will be reduced by a
penalty of ten percent (10%), with the result that the Participant will receive
ninety percent (90%) of the Account balance and ten percent (10%) of the
Account balance will be forfeited to the Employers. The amount of such
distribution will be determined as of the Valuation Date coincident with or
next following receipt of the request by the Committee and shall be actually
paid by the Employers to the Participant as soon as practicable after such
determination.


 


7.3.    Election
of Time and Form of Distribution.    On
forms furnished by and filed with the Committee, each Participant shall elect
at the time of initial enrollment:


 


(a)   whether the amount of the distribution to be made
(or, in the case of installments, commenced) shall be determined either (i) as
of the Valuation Date immediately following Termination of Employment, (ii) as
of the Valuation Date that is twelve (12) months after the Valuation Date
immediately following Termination of Employment, or (iii) as of the
Valuation Date that is sixty (60) months after the Valuation Date
immediately following Termination of Employment, and


 


(b)   whether distribution shall be made (i) in a
lump sum, or (ii) in annual installments if the Participant so qualifies
as described in Section 7.2(b).


 


On forms furnished by and
filed with the Committee, such elections may be changed by the Participant,
provided that:


 


(a)   no change shall be effective until twelve
(12) months after it is received by the Committee, and


 


(b)   no change may be filed within twelve
(12) months after the initial election (or, if one or more prior changes
has been filed, within twelve (12) months after the latest of such changes
was filed).


 


No spouse, former spouse,
Beneficiary or other person shall have any right to participate in the
Participant’s election to revise distribution elections.


 


7.4.    Payment
to Beneficiary.


 


7.4.1.    Payment to Beneficiary for Death After Termination of
Employment.    If a Participant dies after a
Termination of Employment, the benefit payable under the Plan based upon the
balance remaining of the amounts credited to the Participant’s Account,
including all sub-accounts, shall be payable to the Beneficiary of the
Participant in the form of a lump sum payment as soon as administratively
possible following such Participant’s death.


 


7.4.2.    Payment to Beneficiary for Death Before Termination of
Employment.    If a Participant dies before
Termination of Employment, the benefit payable under the Plan based upon the
Participant’s Account, including all sub-accounts, shall be payable to the
Beneficiary of the Participant in the form of a lump sum payment as soon as
administratively possible following the death of the Participant.


 


7.5.    Designation
of Beneficiaries.


 


7.5.1.    Right to Designate.    Each
Participant may designate, upon forms to be furnished by and filed with the
Committee, one or more primary Beneficiaries or alternative Beneficiaries to
receive all or a specified part of such Participant’s Account in the event of
such Participant’s death. The Participant may change or revoke any such
designation from time to time without notice to or


 


15





















 


consent
from any Beneficiary. No such designation, change or revocation shall be
effective unless executed by the Participant and received by the Committee
during the Participant’s lifetime.


 


7.5.2.    Spousal Consent.    Notwithstanding
the foregoing, a designation will not be valid for the purpose of paying
benefits from the Plan to anyone other than a surviving spouse of the
Participant (if there is a surviving spouse) unless that surviving spouse
consents in writing to the designation of another person as Beneficiary. To be
valid, the consent of such spouse must be in writing, and must acknowledge the
effect of the designation of the Beneficiary. The consent of the spouse must be
to the designation of a specific named Beneficiary which may not be changed
without further spousal consent, or alternatively, the consent of the spouse
must expressly permit the Participant to make and to change the designation of
Beneficiaries without any requirement of further spousal consent. The consent
of the spouse to a Beneficiary is a waiver of the spouse’s rights to death
benefits under the Plan. The consent of the surviving spouse need not be given
at the time the designation is made. The consent of the surviving spouse need
not be given before the death of the Participant. The consent of the surviving
spouse will be required, however, before benefits can be paid to any person
other than the surviving spouse. The consent of a spouse shall be irrevocable
and shall be effective only with respect to that spouse. The provisions of this
Section 7.5.2 shall not apply to a spouse of a Participant who became such
after benefits have commenced to such Participant.


 


7.5.3.    Failure of Designation.    If
a Participant:


 


(a)   fails to designate a Beneficiary,


 


(b)   designates a Beneficiary and thereafter revokes
such designation without naming another Beneficiary, or


 


(c)   designates one or more Beneficiaries and all such
Beneficiaries so designated fail to survive the Participant,


 


such
Participant’s Account, or the part thereof as to which such Participant’s
designation fails, as the case may be, shall be payable to the first class of
the following classes of automatic Beneficiaries with a member surviving the
Participant and (except in the case of surviving issue) in equal shares if
there is more than one member in such class surviving the Participant: (i) Participant’s
surviving spouse, (ii) Participant’s surviving issue per stirpes and not
per capita, (iii) Participant’s surviving parents, (iv) Participant’s
surviving brothers and sisters, (v) Representative of Participant’s
estate.


 


7.5.4.    Disclaimers by Beneficiaries.    A
Beneficiary entitled to a distribution of all or a portion of a deceased
Participant’s Account may disclaim an interest therein subject to the following
requirements. To be eligible to disclaim, a Beneficiary must be a natural
person, must not have received a distribution of all or any portion of the
Account at the time such disclaimer is executed and delivered, and must have
attained at least age twenty-one (21) years as of the date of the
Participant’s death. Any disclaimer must be in writing and must be executed
personally by the Beneficiary before a notary public. A disclaimer shall state
that the Beneficiary’s entire interest in the undistributed Account is
disclaimed or shall specify what portion thereof is disclaimed. To be
effective, duplicate original executed copies of the disclaimer must be both
executed and actually delivered to the Committee after the date of the
Participant’s death but not later than one hundred eighty (180) days after
the date of the Participant’s death. A disclaimer shall be irrevocable when
delivered to the Committee. A disclaimer shall be considered to be delivered to
the Committee only when actually received by the Committee. The Committee shall
be the sole judge of the content, interpretation and validity of a purported
disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be
considered not to have survived the Participant as to the interest disclaimed. A
disclaimer by a Beneficiary shall not be considered to be a transfer of an


 


16





















 


interest
in violation of any other provisions under this Plan. No other form of
attempted disclaimer shall be recognized by the Committee.


 


7.5.5.    Definitions.    When
used herein and, unless the Participant has otherwise specified in the
Participant’s Beneficiary designation, when used in a Beneficiary designation, “issue”
means all persons who are lineal descendants of the person whose issue are
referred to, including legally adopted descendants and their descendants but
not including illegitimate descendants and their descendants; “child” means an
issue of the first generation; “per stirpes” means in equal shares among living
children of the person whose issue are referred to and the issue (taken
collectively) of each deceased child of such person, with such issue taking by
right of representation of such deceased child; and “survive” and “surviving”
mean living after the death of the Participant.


 


7.5.6.    Special Rules.    Unless
the Participant has otherwise specified in the Participant’s Beneficiary
designation, the following rules shall apply:


 


(a)   If there is not sufficient evidence that a
Beneficiary was living at the time of the death of the Participant, it shall be
deemed that the Beneficiary was not living at the time of the death of the
Participant.


 


(b)   The automatic Beneficiaries specified in Section 7.5.3
and the Beneficiaries designated by the Participant shall become fixed at the
time of the Participant’s death so that, if a Beneficiary survives the
Participant but dies before the receipt of all payments due such Beneficiary
hereunder, such remaining payments shall be payable to the representative of
such Beneficiary’s estate.


 


(c)   If the Participant designates as a Beneficiary the
person who is the Participant’s spouse on the date of the designation, either
by name or by relationship, or both, the dissolution, annulment or other legal
termination of the marriage between the Participant and such person shall
automatically revoke such designation. (The foregoing shall not prevent the
Participant from designating a former spouse as a Beneficiary on a form
executed by the Participant and received by the Committee after the date of the
legal termination of the marriage between the Participant and such former
spouse, and during the Participant’s lifetime.)


 


(d)   Any designation of a nonspouse Beneficiary by name
that is accompanied by a description of relationship to the Participant shall
be given effect without regard to whether the relationship to the Participant
exists either then or at the Participant’s death.


 


(e)   Any designation of a Beneficiary only by statement
of relationship to the Participant shall be effective only to designate the
person or persons standing in such relationship to the Participant at the
Participant’s death.


 


The Committee shall be the
sole judge of the content, interpretation and validity of a purported
Beneficiary designation.


 


7.6.    Death
Prior to Full Distribution.    If, at the death
of the Participant, any payment to the Participant was due or otherwise pending
but not actually paid, the amount of such payment shall be included in the
Account which is payable to the Beneficiary (and shall not be paid to the
Participant’s estate).


 


17





















 


7.7.    Facility
of Payment.    In case of the legal disability,
including minority, of a Participant or Beneficiary entitled to receive any
distribution under this Plan, payment shall be made by the Employers, if the
Committee shall be advised of the existence of such condition:


 


(a)   to the duly appointed guardian, conservator or
other legal representative of such Participant or Beneficiary, or


 


(b)   to a person or institution entrusted with the care
or maintenance of the incompetent or disabled Participant or Beneficiary,
provided such person or institution has satisfied the Committee that the
payment will be used for the best interest and assist in the care of such
Participant or Beneficiary, and provided further, that no prior claim for said
payment has been made by a duly appointed guardian, conservator or other legal
representative of such Participant or Beneficiary.


 


Any payment made in accordance
with the foregoing provisions of this section shall constitute a complete
discharge of any liability or obligation of the Employers therefor.


 


7.8.    In-Service
Distributions.


 


7.8.1.    Pre-Selected In-Service Distributions.    If
a Participant so elects upon initial enrollment in the Plan under Section 3,
distribution will be made to such Participant prior to Termination of
Employment under the following rules:


 


(a)   On forms approved and furnished by and filed with
the Committee, each Participant has a one-time opportunity to select one or
more in-service distribution dates and amounts at the time of initial
enrollment only.


 


(b)   No such distribution will be made before the April 1
that follows the third full Plan Year after the Participant first enrolled.


 


(c)   Only one such distribution will be made in any
Plan Year.


 


(d)   On forms approved and furnished by and filed with
the Committee, any pre-selected distribution date may be extended (one time
only), provided that such extension must be received by the Committee at least
12 months before the scheduled date of distribution and, provided that,
with respect to a Participant who is a Section 16 Officer, the extension
also must be approved in advance by the Committee.


 


(e)   On forms approved and furnished by and filed with
the Committee, any pre-selected distribution date may be cancelled (whether or
not previously extended), provided that such cancellation must be received by
the Committee at least twelve (12) months before the scheduled date of distribution
and, provided that, with respect to a Participant who is a Section 16
Officer, the cancellation also must be approved in advance by the Committee.


 


(f)    The distribution amount shall be determined
as of the Valuation Date coincident with or next following the pre-selected
distribution date and shall be actually paid as soon as practicable after such
determination.


 


7.8.2.    On Demand In-Service Distributions.    On
forms approved and furnished by and filed with the Committee, a Participant may
request to receive all or part of such Participant’s Account prior to
Termination of Employment for any reason, provided that the requested
distribution amount will be reduced by a penalty equal to 10% of the requested
amount, with the result that the Participant will receive 90% of the requested
amount and 10% of the requested amount will be forfeited to the Employers and,
provided that, with respect to a Participant who is a Section 16 Officer,
the distribution also must be approved in advance by the Committee. The amount
of such distribution shall be determined as of the Valuation Date coincident
with or next following receipt of the request by the Committee, and, if
applicable, the approval of the Committee, and shall be actually paid by the
Employers to the Participant as soon as practicable after such determination.


 


18





















 


If
a Participant receives such a distribution, such Participant’s deferrals under Section 3
will then cease. The Participant may not again elect to defer compensation
until the enrollment period for the Plan Year that begins at least twelve
(12) months after such distribution.


 


7.8.3.    In-Service Distribution for Financial Hardship.    On
forms approved and furnished by and filed with the Committee, a Participant may
request to receive all or part of such Participant’s Account prior to
Termination of Employment to alleviate a Financial Hardship and, provided that,
with respect to a Participant who is a Section 16 Officer, the distribution
also must be approved in advance by the Committee. For purposes of the Plan, “Financial
Hardship” means a severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or a dependent (as
defined in Section 152(a) of the Code), loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
emergency circumstances arising as a result of events beyond the control of the
Participant. If a hardship is or may be relieved either (a) through
reimbursement or compensation by insurance or otherwise, (b) by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship), or (c) by
cessation of deferrals under this Plan or any Section 401(k) plan, then
the hardship shall not constitute a Financial Hardship for purposes of this
Plan. The amount of such distribution shall be determined as of the Valuation
Date next preceding approval of the request by the Committee and shall be
actually paid as soon as practicable after such approval. If a Participant
receives a distribution due to Financial Hardship, such Participant’s deferrals
under Section 3 will then cease. The Participant may not again elect to defer
compensation until the enrollment period for the Plan Year that begins at least
twelve (12) months after such distribution. A Beneficiary of a deceased
Participant may also request an early distribution for Financial Hardship.


 


7.9.    Effect of
Disability.    If the Participant becomes
Disabled while actively employed by the Employers or an Affiliate, the
Participant may by written notice to the Committee suspend further deferrals
while so Disabled. If a Disabled Participant has a Termination of Employment,
such Participant will be deemed to be age fifty-five (55) and to have five
(5) years of continuous service for purposes of determining distributions
under Section 7. For purposes of the Plan, “Disabled” means that the
Participant has been determined to be totally and permanently disabled either (a) for
social security purposes, (b) for purposes of any Employer-sponsored long
term disability plan or policy, or (c) for purposes of worker’s
compensation.


 


7.10.    Distributions
in Cash.    All distributions from this Plan
shall be made in cash, and no amounts which may be payable under the Plan will
be payable in the form of ATK common stock.


 


SECTION 8



FUNDING OF PLAN


 


8.1.    Unfunded
and Unsecured Plan.    The Plan shall at all
times be considered entirely unfunded for tax purposes and for purposes of
ERISA and no provision shall at any time be made with respect to segregating
assets of any Employer for payment of any amounts under the Plan. The
obligation of any Employer to make payments under this Plan constitutes only
the unsecured (but legally enforceable) promise of the Employer to make such
payments. Any funds invested under the Plan allocable to an Employer shall
continue for all purposes to be part of the respective general assets of such
Employer and available to the general creditors of the Employer in the event of
insolvency (the Employer is generally not paying its debts as such debts become
due, taking into account any period of time during which such Employer is
permitted to cure any past due payment of such debts, unless such debts are the
subject of a bona fide dispute, as interpreted and applied by United States
Bankruptcy Courts) or bankruptcy (the Employer is subject to a pending
proceeding voluntary or otherwise (including an involuntary petition), as a
debtor under the United States Bankruptcy Code) of such


 


19





















 


Employer. No Participant shall have any lien, prior
claim or other security interest in any property of any Employer. An Employer
shall have no obligation to establish or maintain any fund, trust or account
(other than a bookkeeping account or reserve) for the purpose of funding or
paying the benefits promised under this Plan. If such a fund, trust or account
is established by an Employer, the property therein shall remain the sole and
exclusive property of the Employer. Unless otherwise paid by ATK, a
participating Employer shall be obligated to pay its respective costs of this
Plan out of its general assets. All references to accounts, accruals, gains,
losses, income, expenses, payments, custodial funds and the like are included
merely for the purpose of measuring the obligation of a participating Employer
to Participants in this Plan and shall not be construed to impose on the Employer
the obligation to create any separate fund for purposes of this Plan.


 


8.2.    Corporate
Obligation.    Neither any officer of any
Employer nor any member of the Committee 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 Participant. Each Participant and other person entitled
at any time to payments hereunder shall look solely to the assets of the
Employers for such payments as an unsecured, general creditor. After benefits
shall have been paid to or with respect to a Participant and such payment
purports to cover in full the benefit hereunder, such former Participant or
other person or persons, as the case may be, shall have no further right or
interest in the other assets of the Employers in connection with this Plan. No
person shall be under any liability or responsibility for failure to effect any
of the objectives or purposes of this Plan by reason of the insolvency of the
Employers.


 


8.3.    The Trust.    In
order to provide assets from which to fulfill the obligations to the
Participants and their Beneficiaries under the Plan, ATK may establish a Trust
by a trust agreement with a third party, the Trustee, to which ATK and any
participating Employer may, in its discretion, contribute cash or other
property to provide for the benefit payments under the Plan. The Trustee for
the Trust will have the duty to invest the Trust assets and funds in accordance
with the terms of such Trust. ATK shall be entitled at any time, and from time
to time, in its sole discretion, to substitute assets of at least equal fair
market value for any assets held in the Trust established by ATK. All rights
associated with the assets of the Trust will be exercised by the Trustee of the
Trust or the person designated by such Trustee, and will in no event be
exercisable by or rest with Participants or their Beneficiaries. The Trust
shall provide that in the event of the insolvency of ATK, the Trustee shall
hold the assets for the benefit of the general creditors of ATK.


 


SECTION 9



AMENDMENT AND TERMINATION


 


9.1.    Amendment
and Termination.    The Board of Directors may
unilaterally amend the Plan Statement prospectively, retroactively or both, at
any time and for any reason deemed sufficient by it without notice to any
person affected by this Plan and may likewise terminate this Plan both with
regard to persons receiving benefits and persons expecting to receive benefits
in the future; provided, however, that:


 


(a)   the benefit, if any, payable to or with respect to
a Participant who has had a Termination of Employment as of the effective date
of such amendment or the effective date of such termination shall not be,
without the written consent of the Participant, diminished or delayed by such
amendment or termination (but the Board of Directors may terminate the Plan
completely and provide for immediate payment of all Accounts under the Plan in
single lump sum payments), and


 


(b)   the benefit, if any, payable to or with respect to
each other Participant determined as if such Participant had a Termination of
Employment on the effective date of such amendment or the effective date of
such termination shall not be, without the written consent of the Participant,


 


20





















 


diminished
or delayed by such amendment or termination (but the Board of Directors may
terminate the Plan completely and provide for immediate payment of all Accounts
under the Plan in single lump sum payments).


 


9.2.    No Oral
Amendments.    No modification of the terms of
the Plan Statement or termination of this Plan shall be effective unless it is
in writing and signed on behalf of the Board of Directors by a person
authorized to execute such writing. No oral representation concerning the
interpretation or effect of the Plan Statement shall be effective to amend the
Plan Statement.


 


9.3.    Plan
Binding on Successors.    ATK will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of ATK), by
agreement, to expressly assume and agree to perform this Plan in the same
manner and to the same extent that ATK would be required to perform it if no
such succession had taken place.


 


SECTION 10



DETERMINATIONS, RULES AND REGULATIONS


 


10.1.    Determinations.    The
Board of Directors and the Committee shall make such determinations as may be
required from time to time in the administration of this Plan. The Board of
Directors and the Committee shall have the discretionary authority and
responsibility to interpret and construe the Plan Statement and to determine
all factual and legal questions under this Plan, including but not limited to
the entitlement of Participants 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.


 


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


 


10.3.    Method
of Executing Instruments.    Information to be
supplied or written notices to be made or consents to be given by the Committee
pursuant to any provision of the Plan Statement may be signed in the name of
the Committee by any officer who has been authorized to make such certification
or to give such notices or consents.


 


10.4.    Claims
Procedure.    The claims procedure set forth in
this Section 10.4 shall be the exclusive administrative procedure for the
disposition of claims for benefits arising under this Plan.


 


10.4.1.    Original Claim.    Any
person may, if he or she so desires, file with the Committee a written claim
for benefits under this Plan. Within ninety (90) days after the filing of
such a claim, the Committee 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 Committee shall state in writing:


 


(a)   the specific reasons for the denial;


 


(b)   the specific references to the pertinent
provisions of the Plan Statement 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.


 


10.4.2.    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 Board of Directors a written


 


21





















 


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 Board of Directors 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.


 


10.4.3.    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 Committee 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 Committee upon request.


 


(b)   All decisions on Original claims shall be made by
the Committee and all decisions on requests for a review of denied claims shall
be made by the Board of Directors.


 


(c)   the Committee and the Board of Directors 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 Committee and the Board
of Directors 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 Committee on a claim and a
decision of the Board of Directors 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 Statement and all other
pertinent documents in the possession of the Committee and the Board of
Directors.


 


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


 


10.4.4.    Disability Claims.    Effective
for claims filed on or after January 1, 2002, any review of an appeal of a
determination with respect to the disability of an eligible employee must meet
the following standards: the review does not afford deference to the initial
adverse determination; the review is conducted by an appropriate person who is
neither the party who made the initial adverse benefit determination that is
the subject of the appeal nor a subordinate of such party; the review provides
for the appropriate person to consult with health care professionals with
appropriate training and experience in the field of medicine involved in the
medical judgment in deciding the appeal of an adverse benefit determination
that is based in whole or in part on a medical judgment; and the review
provides for the identification of the medical or vocational experts whose
advice was obtained in connection with the claimant’s adverse benefit
determination, without regard to whether the advice was relied upon in making
the determination. Furthermore, effective for claims filed on or after January 1,
2002, the ninety (90) day period described in these procedures shall be
reduced to forty-five (45) days in the case of a claim of the disability. The
forty-five (45) day period may be extended by thirty (30) days if the
Committee determines the extension is necessary to circumstances outside the
control of the Committee, and the claimant is notified prior to the end of the
forty-five (45) day period. If prior to the end of the thirty
(30) day extension period, the Committee determines that additional time
is necessary, the period may be extended for a second thirty (30) day
period, provided the claimant is notified prior to the end of


 


22





















 


the
first thirty (30) day extension period and such notice specifies the
circumstances requiring the extension and the date as of which the Committee
expects to render a decision. Effective for claims filed on or after January 1,
2002, the sixty (60) day period described in these procedures shall be
reduced to forty-five (45) days with respect to the appeal of the denial
of the claim of disability by an eligible employee. The forty-five
(45) day period may be extended by an additional forty-five (45) days
if the Board of Directors determines the extension is necessary to
circumstances outside the control of the Board of Directors, and the claimant
is notified prior to the end of the initial forty-five (45) day period.


 


10.5.    Limitations
and Exhaustion.


 


10.5.1.    Limitations.    No
claim shall be considered under these administrative procedures unless it is
filed with the Committee 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 Committee 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 Participant knew (or reasonably should have known) shall be
imputed to each claimant who is or claims to be a Beneficiary of the
Participant (or otherwise claims to derive an entitlement by reference to a
Participant) for the purpose of applying the one (1) year and two (2) year
periods.


 


10.5.2.    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 Committee and the Board of Directors (including, but not
limited to, determinations as to whether the claim was timely filed) shall be
afforded the maximum deference permitted by law.


 


SECTION 11



PLAN ADMINISTRATION


 


11.1.    Officers.    Except
as hereinafter provided, functions generally assigned to ATK shall be
discharged by its officers or delegated and allocated as provided herein.


 


11.2.    Chief
Executive Officer.    Except as hereinafter
provided, the CEO may delegate or redelegate and allocate and reallocate to one
or more persons or to a committee of persons jointly or severally, and whether
or not such persons are directors, officers or employees, such functions
assigned to ATK generally hereunder as the CEO may from time to time deem
advisable.


 


11.3.    Board of
Directors.    Notwithstanding the foregoing, the
Board of Directors shall have the exclusive authority, which may not be
delegated, to amend the Plan Statement and to terminate this Plan.


 


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11.4.    Committee.    The
Committee shall:


 


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


 


(b)   determine from the records of the Employers the
compensation, status and other facts regarding Participants 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 Participants
similarly situated, as are deemed necessary to carry out the terms of this Plan
Statement;


 


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


 


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


 


(g)   in accordance with regulations of the Secretary of
Labor, provide adequate notice in writing to any claimant whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant;
and


 


(h)   to the extent appropriate, delegate or redelegate
to one or more persons, jointly or severally, and whether or not such persons
are members of the Committee or employees of any Employer, such functions
assigned to the Committee hereunder as it may from time to time deem advisable.


 


If there shall at any time
be three (3) or more members of the Committee 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.


 


11.5.    Delegation.    The
Board of Directors and the members of the Committee 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 Statement or pursuant to procedures set forth in the Plan Statement.


 


11.6.    Conflict
of Interest.    If any individual to whom
authority has been delegated or redelegated hereunder shall also be a
Participant in this Plan, such Participant shall have no authority with respect
to any matter specially affecting such Participant’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 Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to other individuals as the case may be, to the exclusion
of such Participant, and such Participant shall act only in such Participant’s
individual capacity in connection with any such matter.


 


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


 


11.8.    Service
of Process.    In the absence of any designation
to the contrary by the Committee, the General Counsel of ATK 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.


 


24





















 


11.9.    Expenses.    All
expenses of administering this Plan shall be borne by the Employers.


 


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


 


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


 


11.12.    Errors
in Computations.    The Employers shall not be
liable or responsible for any error in the computation of the Account or the
determination of any benefit payable to or with respect to any Participant
resulting from any misstatement of fact made by the Participant or by or on
behalf of any survivor to whom such benefit shall be payable, directly or
indirectly, to the Employers and used by the Committee in determining the
benefit. The Committee shall not be obligated or required to increase the
benefit payable to or with respect to such Participant which, on discovery of
the misstatement, is found to be understated as a result of such misstatement
of the Participant. However, the benefit of any Participant 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).


 


SECTION 12



CONSTRUCTION


 


12.1.    Applicable
Laws.


 


12.1.1.    ERISA Status.    This
Plan is adopted with the understanding that it is an unfunded plan maintained primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees as provided in section 201(2), section 301(3) and
section 401(a)(1) of ERISA. Each provision shall be interpreted and
administered accordingly.


 


12.1.2.    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.


 


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


 


12.2.    Effect
on Other Plans.    This Plan shall not alter,
enlarge or diminish any person’s employment rights or obligations or rights or
obligations under any other employee pension benefit or employee welfare
benefit plan.


 


12.3.    Disqualification.    Notwithstanding
any other provision of the Plan Statement or any election or designation made
under this Plan, any potential Beneficiary who feloniously and intentionally
kills a Participant shall be deemed for all purposes of this Plan and all
elections and designations made under this Plan to have died before such
Participant. 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 Committee shall determine whether the
killing was felonious and intentional for this purpose.


 


25





















 


12.4.    Rules of
Document Construction.


 


(a)   An individual shall be considered to have attained
a given age on such individual’s birthday for that age (and not on the day
before). Individuals born on February 29 in a leap year shall be
considered to have their birthdays on February 28 in each year that is not
a leap year.


 


(b)   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 Statement and not to any particular paragraph
or Section of the Plan Statement unless the context clearly indicates to
the contrary.


 


(c)   The titles given to the various Sections of the
Plan Statement are inserted for convenience of reference only and are not part
of the Plan Statement, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof.


 


(d)   Notwithstanding any thing apparently to the
contrary contained in the Plan Statement, the Plan Statement 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 the Employers.


 


12.5.    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.


 


12.6.    No
Employment Contract.    This Plan is not and
shall not be deemed to constitute a contract of employment between an Employer
and any person, nor shall anything herein contained be deemed to give any
person any right to be retained in an Employer’s employ or in any way limit or
restrict the Employer’s right or power to discharge any person at any time and
to treat any person without regard to the effect which such treatment might
have upon him or her as a Participant in this Plan. Neither the terms of the
Plan Statement nor the benefits under this Plan nor the continuance of the Plan
shall be a term of the employment of any employee. The Employers shall not be
obliged to continue this Plan.


 


26





















 


FIRST
AMENDMENT

TO THE

ALLIANT TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN


 


Alliant Techsystems Inc., a Delaware corporation
(hereinafter sometimes referred to as “ATK”), pursuant to the authority and
power reserved to it in Section 9.1 of the Alliant Techsystems Inc.
Nonqualified Deferred Compensation Plan (hereinafter referred to as the “Plan”),
hereby adopts and publishes this First Amendment to said Plan effective as of February 2,
2004.


 


1.                                      Section 1
of said Plan shall be, and hereby is, amended by deleting subsection 1.2.17
of Section 1.2 thereof in its entirety and substituting therefor the
following subsection 1.2.17:


 


1.2.17.               Participant
– an employee of an Employer who is designated as or determined to
be eligible to participate in the Plan in accordance with the provisions of Section 2
and who has elected to defer compensation under Section 3, or an employee
or former employee of Thiokol who is designated as or determined to be eligible
to participate in the Plan in accordance with the provisions of Section 2,
who has been determined to be eligible to participate in the Plan based upon
participation in the Thiokol Deferred Executive Bonus Program and for whom
amounts allocated to accounts under that program are transferred to and
credited to Transfer Accounts under this Plan. 
A Participant shall be considered to continue as a Participant in this
Plan until the date of the Participant’s death or, if earlier, the date when
the Participant no longer has any Account under this Plan (that is, the Participant
has received a distribution of all of the amounts credited to the Account of
the Participant).


 


2.                                      Section 1
of said Plan shall be, and hereby is, further amended by designating subsection 1.2.23
of Section 1.2 thereof, the definition of the term “Valuation Date,” as
subsection 1.2.24.


 


3.                                      Section 1
of said Plan shall be, and hereby is, further amended by adding thereto the
following new subsection 1.2.23 to Section 1.2 thereof:


 


1.2.23.               Transfer
Account – the separate bookkeeping account representing the separate
unfunded and unsecured general obligation of the Employers established with
respect to each person who is a Participant in this Plan for whom dollar
amounts are credited pursuant to and in accordance with Section 3.7 and
from which are subtracted payments or distributions made pursuant to Section 3.7
or Section 7.


 





















 


4.                                      Section 2
of said Plan shall be, and hereby is, amended by deleting Section 2.1
thereof in its entirety and substituting therefor the following Section 2.1:


 


2.1                                 Eligibility.  Eligibility to participate in the Plan shall
be governed by and determined in accordance with the provisions of Section 2.1.1
and Section 2.1.2.


 


2.1.1.                     Eligibility
to Participate.  Eligibility
to participate in the Plan shall be determined based upon the requirements of
the provisions of paragraphs (a) and (b) must be satisfied.


 


(a)                                  Eligibility to
participate in the Plan shall be limited to only the following classifications
of employees:


 


(i)                                     any
employee of an Employer who is eligible to participate in a Bonus Plan and who
is selected for participation in this Plan by the CEO (or any person authorized
to act on behalf of the CEO by the Committee) and, with respect to any Section 16
Officer, is selected for participation in this Plan by the Committee;


 


(ii)                                  any
employee who is an active participant in the Alliant Techsystems Inc.
Management Deferred Compensation Plan who elects, effective as of January 1,
2003, to cease participation in that plan, resulting in the termination of
salary and bonus deferral elections made in accordance with that plan by the
participant and the cessation of amounts credited to any account of the
participant under that plan, and to participate in this Plan; and


 


(iii)                               any employee or former
employee of Thiokol who was an active participant in the Thiokol Deferred
Executive Bonus Program and who has not yet received the entire benefit payable
to such person under that program and with respect to whom the balance of the
amount allocated to the account of that person pursuant to the Thiokol Deferred
Executive Bonus Program shall be transferred to and credited to a Transfer
Account established and maintained under the Plan for such person by reason of
the consolidation and merger of the Thiokol Deferred Executive Bonus Program with
and into this Plan in a manner consistent with the requirements of section 414(l)
of the Internal Revenue Code and section 1.414(l)-1 of the Treasury
Regulations regarding a merger and consolidation of assets and liabilities, but
without regard to any actual merger and consolidation of assets.


 


(b)                                 Subject to Section 2.2
of the Plan, such an eligible employee or person must then be selected for
participation in the Plan by the CEO (or any


 


2





















 


person authorized to act on behalf of the CEO by the Committee) and,
with respect to any Section 16 Officer, is selected for participation in
the Plan by the Committee, and shall be eligible to become a Participant as of
the day designated by the CEO or, with respect to a Section 16 Officer,
the Committee (or, if the CEO or the Committee does not designate a day of
initial participation, as of the first day of the next following Plan
Year).  The CEO (or the Committee) shall
not select any employee for participation unless the CEO (or the Committee)
determines that such employee is a member of a select group of management or
highly compensated employees (as that phrase has been interpreted under
ERISA).  The Committee may at any time
determine that a Participant is no longer eligible to make voluntary deferrals
from salary under Section 3.1, or Bonus Plan cash payments or CVA amounts
under Section 3.2, or to defer any performance shares under Section 3.5,
or restricted stock under Section 3.6. 
The Committee also may determine that a Participant is not eligible for
the credits for the Section 401(k) Plan Supplement under Section 3.3
for any Plan Year at any time before such credits have actually been made.


 


2.1.2.                     Determination
of Eligibility.  The
determinations made by the CEO and the Committee pursuant to Section 2.1.1
with respect to eligibility to participate in the Plan shall be conclusive and
binding on all parties.  Furthermore, the
CEO or, with respect to Section 16 Officers, the Committee may in its
discretion determine that a Participant who performs or who has performed
services to or with respect to an Employer is no longer eligible to develop
benefits under the Plan.  In such event,
any benefits payable to the Participant under the Plan will be determined as of
the date such Participant ceased such eligibility and will be distributable in
accordance with Section 3.7 or Section 7 of the Plan.


 


5.                                      Section 2
of said Plan shall be, and hereby is, further amended by deleting Section 2.2
thereof in its entirety and substituting therefor the following Section 2.2:


 


2.2                                 Participation.  Any person determined to be eligible to
participate in the Plan under Section 2.1 shall become a Participant as of
the date determined under Section 2.1, provided, however, that such person
files with the Committee a completed deferral election form in accordance with
the requirements of Section 3 of the Plan electing to participate in the
Plan or is otherwise considered to be a Participant as of the date determined
by the Committee by reason of the credit of the amount allocated to the account
of such person under the Thiokol Deferred Executive Bonus Program to a Transfer
Account under this Plan pursuant to Section 3.7.  Subject to the provisions of the Plan, once a
person becomes a Participant in the Plan, the person shall remain a Participant
until his or her death or, if earlier, the date on which occurs a distributable
event under either Section 3.7 or Section 7 of the Plan and the
entire benefit which may be payable to or on behalf of such Participant under
the Plan have been distributed.


 


3





















 


6.                                      Section 3
of said Plan shall be, and hereby is, amended to clarify the manner in which
the Plan is intended to be construed and interpreted with respect to amounts or
units that may be credited to an Account or Accounts of a Participant under the
Plan by the Employer by deleting Section 3.4 thereof in its entirety and
substituting therefor the following Section 3.4:


 


3.4                                 Employer Discretionary Supplements.  Upon written notice to a Participant and to
the Committee, the CEO (or, for any Section 16 Officer, the Committee) may
(but is not required to) determine at any time and from time to time that an
additional amount, or amounts, or units (measured by the value of ATK common
stock) shall be credited to an Account or Accounts of the Participant.  Such notice shall specify the amount,
amounts, or units to be credited to the Account or Accounts of such Participant
and any terms and conditions applicable with respect to any such amount,
amounts or units, and shall specify the date or dates on which such amount,
amounts, or units shall be credited to such Account or Accounts.  Notwithstanding Section 5, such notice
may also establish vesting rules for such amount or amounts or such units,
in which case a separate Account or separate Accounts may be established for
such Participant.


 


7.                                      Section 3
of said Plan shall be, and hereby is, further amended by deleting Section 3.7
thereof in its entirety and substituting therefor the following Section 3.7:


 


3.7.                              Transfer Amounts.  The amounts subject to a transfer pursuant to
this Section 3.7 and the requirements regarding such transfer as herein
provided shall apply with respect to the benefits that may be payable under the
Plan.


 


(a)                                  If a participant in
the Alliant Techsystems Inc. Management Deferred Compensation Plan elects to
cease to participate in that plan and to participate in this Plan pursuant to Section 2
of this Plan, effective as of January 1, 2003, the Participant’s elections
to defer salary and bonus amounts that were made under that plan and in effect
at the time of such election to cease to participate in that plan and to
participate in this Plan shall terminate, effective as of January 1, 2003,
and no additional amounts shall be credited to such Participant’s account or
accounts under that plan as of the effective date of such election to cease to
participate in that plan and to participate in this Plan.


 


(b)                                 If a participant in
the Thiokol Deferred Executive Bonus Program becomes a Participant in this Plan
pursuant to Section 2 of this Plan, effective as of February 2, 2004,
the amounts that were credited to the account of such participant under that
program shall be transferred to and credited to a Transfer Account established
and maintained under this Plan for such participant in a manner consistent with
the requirements of section 414(l) of the Internal Revenue Code and section 1.414(l)-1
of the Treasury Regulations regarding a merger or consolidation of assets and


 


4





















 


liabilities, but without regard to any actual merger or consolidation
of assets.  The amount credited to a
Transfer Account of a Participant who had been a participant in the Thiokol
Deferred Executive Bonus Program shall be determined as of January 31,
2004, and credited to the Transfer Account under this Plan as the opening
balance as of February 2, 2004.


 


3.7.1.                     Transfer
Accounts.  The amounts subject
to a transfer pursuant to this Section 3.7 shall be credited to Transfer
Accounts or other Accounts (or sub-accounts) under this Plan in accordance with
this Section 3.7.1.


 


(a)                                  Upon the election of
a Participant to cease to participate in the Alliant Techsystems Inc.
Management Deferred Compensation Plan and to participate in this Plan, the
amounts credited to the account or accounts of that participant under the
Alliant Techsystems Inc. Management Deferred Compensation Plan shall be
transferred to and credited to a Transfer Account or other Account, Accounts or
any sub-account established for the benefit of the Participant under the Plan
and shall be subject to the terms and conditions of this Plan.  The value of the benefits that were payable
to such participant under the Alliant Techsystems Inc. Management Deferred
Compensation Plan shall, after such transfer and credit to such Transfer
Account, or other Account, Accounts or sub-account under this Plan, be
determined, except as otherwise provided under this Section 3.7, valued
and payable under this Plan and no benefit shall be determined, valued or
payable to or with respect to that participant under the Alliant Techsystems
Inc. Management Deferred Compensation Plan, and all rights under the Alliant
Techsystems Inc. Management Deferred Compensation Plan shall be waived by that
participant and forfeited.


 


(b)                                 Effective as of February 2,
2004, the balance of any amount credited to the account of a participant in the
Thiokol Deferred Executive Bonus Program as of January 31, 2004, who
becomes a Participant in this Plan shall be transferred to and credited to a
Transfer Account of the Participant under the Plan and shall be subject to the
terms and conditions of this Plan.  The
value of the benefits that were payable to the participant under the Thiokol
Deferred Executive Bonus Program, which program shall be consolidated with and
merged into this Plan, shall, after such transfer and credit to such Transfer
Account under this Plan, be determined, valued and payable under this Plan
subject to the terms and conditions of this Plan, and no benefit shall be
separately determined, valued or payable to or with respect to that participant
under the Thiokol Deferred Executive Bonus Program.


 


5





















 


3.7.2.                     Distribution
of Transfer Amounts. 
Notwithstanding any provision in Section 7 of the Plan apparently
to the contrary, and except as otherwise provided under this Section 3.7,
the distribution requirements of this Section 3.7.2 shall apply.


 


(a)                                  With respect to amounts
credited to an account, accounts or sub-accounts of a participant under the
Alliant Techsystems Inc. Management Deferred Compensation Plan that have been
transferred to and credited to the Transfer Account or other Account or
Accounts or sub-accounts for that participant under this Plan pursuant to this Section 3.7,
such amounts so credited to the Transfer Account or other Account, Accounts or
sub-accounts of the Participant shall be distributed pursuant to and in
accordance with the terms and conditions of this Plan, provided, however, that,
subject to such terms and conditions as determined by ATK, distributions
currently in effect pursuant to elections made under the Alliant Techsystems
Inc. Management Deferred Compensation Plan shall continue to be made in
accordance with such elections as if no amounts were transferred to or credited
to Accounts under this Plan for purposes of such distributions.


 


(b)                                 With respect to
amounts credited to the account of a participant in the Thiokol Deferred
Executive Bonus Program that have been transferred to and credited to a
Transfer Account for that participant under this Plan pursuant to this Section 3.7,
such amounts shall be distributed pursuant to and in accordance with the terms
and conditions of this Plan, which terms and conditions shall specifically
include the restrictions and limitations of Section 3.7.3 hereof.


 


3.7.3.                     Restrictions
and Limitations. 
Notwithstanding any provision in Section 7 or this Section 3.7
or the Plan apparently to the contrary, the restrictions and limitations shall
apply with respect to amounts subject to a transfer pursuant to this Section 3.7.


 


(a)                                  If a Participant in
this Plan had made an in-service distribution election under the Alliant
Techsystems Inc. Management Deferred Compensation Plan and such election was in
effect at the time of the Participant’s election to cease to participate in
that plan, that in-service distribution election shall be treated and given
effect as an in-service distribution election under this Plan made in
accordance with the provisions of this Plan, except, however, that such
in-service distribution shall be made in accordance with the election made
under the Alliant Techsystems Inc. Management Deferred Compensation Plan as if
no transfer of such amount to this Plan had occurred.  Furthermore, any amount allocated by a
Participant to the “restricted bonus account” under the Alliant Techsystems
Inc. Management Deferred Compensation Plan at the time of the Participant’s
election to cease to participate in that plan shall be allocated to a “restricted
bonus sub-account” Measuring Investment established under this Plan and such
amount shall continue to be subject to the restrictions and limitations
applicable to that amount as if no transfer of such amount to this Plan had
occurred.  Any amount allocated by a
Participant to the deemed (but not actual) investment in the common stock of
ATK and valued as if so invested under the Alliant Techsystems Inc. Management
Deferred Compensation Plan at the time of


 


6





















 


the Participant’s election to cease to
participate in that plan shall be allocated to the ATK common stock Measuring
Investment established under this Plan and such amount shall be subject to the
provisions of this Plan and such other terms and conditions as determined by
ATK to satisfy any applicable requirements of the Sarbanes-Oxley Act of 2002,
including any applicable requirements regarding notice of blackout periods
pursuant to the Act and the guidance issued by the Department of Labor under section 2520.101-3
of the Department of Labor Regulations.


 


(b)                                 A participant in the
Thiokol Deferred Executive Bonus Program who becomes a Participant in this Plan
pursuant to Section 2 shall be considered a Participant in this Plan only
with respect to the Transfer Account established for the benefit of the
Participant pursuant to this Section 3.7 unless such Participant satisfies
the definition of Participant in Section 2.1 of the Plan, has been
selected for participation in the Plan as provided in Section 2.1 of the
Plan, and files with the Committee a completed deferral election form in
accordance with the requirements of Section 3 of the Plan and elects to
participate in the Plan, in which event the benefits provided to such
Participant shall be governed by the terms and conditions of the Plan and the
elections made by the Participant.  The
amounts allocated to the account of each such Participant under the Thiokol
Deferred Executive Bonus Program shall be credited to the Transfer Account
established under this Plan for each such Participant and such Transfer Account
shall become subject to all of the terms and conditions of this Plan.  Accordingly, the following rules shall
apply to such Transfer Account established with respect to a participant in the
Thiokol Deferred Executive Bonus Program who becomes a Participant in this
Plan:


 


(i)                                     a
lump sum amount shall be determined under the Thiokol Deferred Executive Bonus
Program as of January 31, 2004, and that amount shall be credited to the
participant’s Transfer Account (and to any sub-accounts established thereunder)
under this Plan and shown as the opening balance of the Transfer Account as of February 2,
2004;


 


7





















 


(ii)                                  except
as provided under subparagraph (v) of this paragraph (b), prior to February 2,
2004, each such Participant shall complete a distribution election form
pursuant to the provisions of this Plan and all distributions from the Transfer
Account of the Participant shall be made in accordance with the provisions of
this Plan and the elections made by such Participant;


 


(iii)                               each such Participant
shall be permitted to allocate amounts credited to the Participant’s Transfer
Account, which amounts shall initially be allocated to the Salary-Fixed Fund
Account, to the Measuring Investments made available under the Plan for
purposes of measuring the value of the Participant’s Transfer Account,
provided, however, that the Participant shall not be permitted to allocate
amounts attributable to the transferred amounts credited to the Transfer
Account to the ATK common stock Measuring Investment, except upon a subsequent
reallocation of the amounts attributable to such transferred amounts held in
the Transfer Account in compliance with the terms and conditions set forth in
Sections 4.3 and 4.4 of the Plan; and, the Participant shall, pursuant to Section 4,
be permitted to request to allocate or reallocate amounts credited to the
Transfer Account among one or more Measuring Investments, including the ATK
common stock Measuring Investment pursuant to and in accordance with Section 4.4
of the Plan;


 


(iv)                              the
Transfer Account of each such Participant shall be fully (100%) vested and
nonforfeitable at all times (except for early distribution penalties described
in Section 7), which, for purposes of the Plan, determines the Participant’s
interest in the benefit described in the Transfer Account and under this Plan
that may be payable to or with respect to the Participant in accordance with
and subject to the terms of the Plan; and


 


(v)                                 subject
to such terms and conditions as determined by the Committee, a participant in
the Thiokol Deferred Executive Bonus Program who had made a valid and effective
election with respect to the commencement and form of payment of the benefit
payable to the participant under that program shall have the payment of such
benefit payable in accordance with such election as provided below:


 


(A)                              an
effective election made by C. Lathair Munk pursuant to and in accordance
with the Thiokol Deferred Executive


 


8





















 


Bonus Program shall govern the timing and
form of the distribution of the balance of the amounts credited to his account
under that program, approximately $9,582.07 as of January 31, 2004, and
said election shall be irrevocable, shall be given full effect and shall be
enforced under this Plan as if such election had occurred under this Plan, and
no other distribution election shall be permitted under this Plan; accordingly,
the distribution of such amount payable to C. Lathair Munk subject to this
subparagraph (v) shall be payable in two substantially equal annual
payments as of September 1, 2004, and September 1, 2005;


 


(B)                                an
effective election made by D. M. Cox pursuant to and in accordance with
the Thiokol Deferred Executive Bonus Program shall govern the timing and form
of the distribution of the balance of the amounts credited to his account under
that program, approximately $59,934.52 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the distribution
of such amount payable to D. M. Cox subject to this subparagraph (v) shall
be payable in two substantially equal annual payments as of September 1,
2004, and September 1, 2005;


 


(C)                                an
effective election made by B. Jones pursuant to and in accordance with the
Thiokol Deferred Executive Bonus Program shall govern the timing and form of
the distribution of the balance of the amounts credited to his account under
that program, approximately $78,025.78 in total based upon the sum of four
sub-accounts with respective credited amounts of $29,999.44, $17,766.13,
$11,184.12, and $19,076.09 as of January 31, 2004, and said election shall
be irrevocable, shall be given full effect and shall be enforced under this
Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amounts payable to B. Jones subject to this
subparagraph (v) shall be payable based upon the balance of the
amounts credited to each sub-account with the amounts credited to each
sub-account payable in substantially equal annual payments as of July 1,
2004,


 


9





















 


July 1, 2005, July 1,
2006, July 1, 2007, and July 1, 2008, with each payment with respect
to each sub-account to be determined by multiplying the balance of the amount
payable to B. Jones with respect to each sub-account determined as of the
date of distribution, by a fraction with one (1) as the numerator and the
number of payments remaining with respect to each sub-account as the
denominator;


 


(D)                               an
effective election made by Oren Phillips pursuant to and in accordance with the
Thiokol Deferred Executive Bonus Program shall govern the timing and form of
the distribution of the balance of the amounts credited to his account under
that program, approximately $26,776.05 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amount payable to Oren Phillips subject to this
subparagraph (v) shall be payable in substantially equal annual
payments as of June 15, 2005, June 15, 2006, June 15, 2007, June 15,
2008, and June 15, 2009, with each payment to be determined by multiplying
the balance of the amount payable to Oren Phillips determined as of the date of
distribution, by a fraction with one (1) as the numerator and the number
of payments remaining as the denominator; and


 


(E)                                 an
effective election made by D. Shaffer pursuant to and in accordance with
the Thiokol Deferred Executive Bonus Program shall govern the timing and form
of the distribution of the balance of the amounts credited to his account under
that program, approximately $44,586.18 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amounts payable to D. Shaffer subject to this
subparagraph (v) shall be payable in substantially equal annual
payments over a five (5) year period determined as of the date on which he
incurs a Termination of Employment, with each payment to be determined by
multiplying the balance of the amount


 


10





















 


payable to
D. Shaffer determined as of the date of distribution, by a fraction with
one (1) as the numerator and the number of payments remaining as the
denominator.


 


8.                                      SAVINGS
CLAUSE.  Save and except as hereinabove
expressly amended, the Plan Statement shall continue in full force and effect.


 


11





















 


SECOND AMENDMENT


TO
THE


ALLIANT
TECHSYSTEMS INC.


NONQUALIFIED
DEFERRED COMPENSATION PLAN


 


Alliant Techsystems Inc., a Delaware corporation (hereinafter sometimes
referred to as “ATK”), pursuant to the authority and power reserved to it in Section 9.1
of the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan
(hereinafter referred to as the “Plan”), hereby adopts and publishes this
Second Amendment to said Plan effective as of July 1, 2004.


 


1.                                       Section 7 of the Plan shall be, and
hereby is, amended by deleting subsection 7.2(b)(i) of Section 7.2
thereof in its entirety and substituting therefore the following subsection 7.2(b)(i):


 


7.2(b)(i)                               Installments.  Eligibility for Installments for Participants
Who Have Attained Age Fifty-Five (55). 
A Participant’s Account, including any sub-accounts, shall be
distributed in the form of a series of annual installments not to exceed
fifteen (15) annual installments if, and only if, the Participant has satisfied
the following conditions:  (a) the
Participant, at Termination of Employment has attained age fifty-five (55) and
has at least two (2) years of continuous service with the Employers or one
or more Affiliates, (b) the Participant has made an election to receive
distribution of the Account, including any sub-accounts, in annual installments
as described in Section 7.3, and (c) the Participant has elected the
number of annual installment to be made.


 


2.                                       Section 7
of the Plan shall be, and hereby is, amended by deleting Subsection 7.2(b)(ii) of
Section 7.2 thereof in its entirety and substituting therefore the
following Subsection 7.2(b)(ii):


 


7.2(b)(ii)                           Eligibility
for Installments for Participants Who Have Not Attained Age Fifty-Five (55).  A Participant’s Account, including any
sub-accounts, shall be distributed in the form of a series of annual
installments not to exceed five (5) annual installments if, and only if,
the participant, at Termination of Employment, has not yet attained age
fifty-five (55), but has at least two (2) years of continuous service with
the Employers or one or more Affiliates, (b) the Participants has made an
election to receive distribution of the Account, including any sub-accounts, in
annual installments as described in Section 7.3, and (c) the
Participants has elected the number of annual installments to be made.


 


3.                                       Section 7
of the Plan shall be, and hereby is, amended by deleting Subsection 7.9
thereof in its entirety and substituting therefore the following Subsection 7.9:


 


7.9                                 Effect of Disability.  If the Participant becomes Disabled while
actively employed by the Employers or an Affiliate, the Participant may by
written notice to the Committee suspend further deferrals while so Disabled.  If a Disabled Participant has a Termination
of Employment, such Participant will be deemed to be age fifty-five (55) and to
have two (2) years of continuous service for purposes of determining
distribution under Section 7.  For
purposes of the Plan, “Disabled” means that the Participant has been determined
to be totally and permanently disabled either (a) for social security
purposes, (b) for purposes of any Employer-sponsored long term disability
plan or policy, or (c) for purposes of worker’s compensation.


 


4.                                       SAVINGS
CLAUSE.  Save and except as hereinabove
expressly amended, the Plan Statement shall continue in full force and effect.