Exhibit 10.7


 


	
   

  	
   

  
	
   

   

  Alliant Techsystems
  Inc. (ATK) provides a severance benefit to eligible Executives who are
  terminated for convenience or due to lay off or reduction in workforce. Note
  that severance is not available in other types of terminations including
  voluntary resignation or termination for cause nor is severance available
  when a participant is reassigned to another position or offered other
  employment by a successor or acquiring company.  

   

  This document is the
  summary plan description (SPD) and contains all the terms of the ATK
  Executive Severance (Plan) for eligible employees adopted by the company
  effective January 1, 2005, as amended October 29, 2007.  A Change of Control does not trigger any
  benefits under this Plan.

   

  A severance payment is
  contingent upon a signed (and unrescinded) general release of all claims
  against ATK in a form acceptable to ATK. 
  Upon official notification of termination, an individual will have a
  period of time to consider whether to accept and sign the general release.  An example of the general release is
  attached to this SPD.  Its form may
  vary from state to state and it may be changed from time to time.

   

  	
   

  	
  Executive
  Severance Plan

  as amended 

  effective October 29, 2007

  
	
  Questions

  	
   

  	
  Summary Plan Description (SPD) 

  for Executives at ATK and its associated companies.  October 2007

  
	
  Contact Executive
  Compensation Department if you have questions about this Plan.  You may obtain a printed copy of this SPD
  from Employee Solutions, or you may print a copy from ATKNET (click on
  Microsoft Word doc).

  	
   

  



 


1

















 


	
  Reservation
  of rights

  	
   

  	
   

  
	
  ATK reserves the right to change, amend or
  terminate this Plan or to change the severance benefit available under the
  Plan at any time in ATK’s sole discretion.

  	
   

  



 


2

















 


	
  Plan highlights

  
	
   

  
	
  Plan
  feature

  	
  How
  it works

  
	
   

  	
   

  
	
  Plan participation

  	
  You automatically
  become a participant in the Plan when you become an Executive employee of ATK
  or one of its associated companies.  If
  at any time, you are demoted or otherwise removed from an Executive position,
  then you are disqualified from participation in this Plan.  Persons in contract or consultant positions
  are not eligible for benefits under this Plan.  

  
	
   

  	
   

  
	
  Plan cost

  	
  ATK will pay the
  entire cost of severance benefits paid under this Plan out of its general
  funds. 

  
	
   

  	
   

  
	
  Benefit eligibility

  	
  You may be offered a
  severance benefit if you are terminated for convenience or due to layoff or
  reduction in workforce as determined by ATK and all other conditions of the
  Plan are met.

  
	
   

  	
   

  
	
  Form of Benefit

  	
  If eligible, you will
  be provided at least two weeks’ notice of your termination date, or pay in
  lieu of notice, a severance benefit that includes a lump-sum severance
  payment, plus an additional lump-sum
  payment to offset costs to continue health care, and outplacement
  services.

  
	
   

  	
   

  
	
  Benefit amount

   

   

  	
  For a Tier 1 Executive
  the amount of severance is equal to 12 months of base salary.

   

  For a Tier 2 Executive
  the amount of severance is based on two weeks of base salary for each full  year of continuous
  service with ATK measured from the most recent hire date
  and calculated  as of the
  effective date of termination.  It
  includes a minimum severance payment of 26 weeks and a maximum severance payment
  of 39 weeks.  

   

  Note that the Plan has
  a non-duplication of severance benefit
  provision.  

  
	
   

  	
   

  
	
  General Release

  	
  You are required to
  sign a general release of all employment-related claims prior to receiving a
  severance payment.  This agreement
  includes post-employment restrictions relating to competition and non-solicitation
  of workforce.  

  
	
   

  	
   

  
	
  When benefit is
  payable  

  	
  Severance is payable
  after the termination of your employment and after the rescission period set
  in your signed general release, if any, has elapsed. 

  



 


3

















 


Table of
contents


 


	
  Cover note .

  	
  1

  
	
   

  	
   

  
	
  Reservation of
  rights 

  	
  2

  
	
   

  	
   

  
	
  Plan highlights 

  	
  3

  
	
   

  	
   

  
	
  About this SPD 

  	
  4

  
	
   

  	
   

  
	
  Introduction 

  	
  5

  
	
   

  	
   

  
	
  Plan eligibility

  	
   

  
	
  Benefit eligibility

  	
   

  
	
  Coordination with
  Employment Agreements and other separation benefits

  	
   

  
	
   

  	
   

  
	
  Form of
  severance benefit

  	
  8

  
	
   

  	
   

  
	
  Notice

  	
   

  
	
  Severance Payment

  	
   

  
	
  Other Severance Benefits

  	
   

  
	
   

  	
   

  
	
  General
  provisions 

  	
  10

  
	
   

  	
   

  
	
  Year of Service

  	
   

  
	
  General Release

  	
   

  
	
  Post-Employment Restrictions

  	
   

  
	
  Benefit Prorate (RPT)

  	
   

  
	
  Non-duplication

  	
   

  
	
  Medical / disability leave of absence

  	
   

  
	
  Change of Control

  	
   

  
	
  Amendment or Termination

  	
   

  
	
   

  	
   

  
	
  Administration  (ERISA) 

  	
  12

  
	
   

  	
   

  
	
  General Release
  (example) 

  	
  Appendix
  A

  



 


 


About
this SPD


 


•          This
document is the Summary Plan Description (SPD) of the Executive Severance Plan
(Plan).  It explains who is eligible,
what the benefit is, and how and when the benefit may be distributed. 


 


•          See
the Administration section for additional administrative information,
including your rights under the Employee Retirement Income Security Act
(ERISA). 


 


•          This
SPD is not meant to cover every detail of the Plan.  Complete details are in the plan document
that, in all cases, governs the interpretation, operation, and administration
of the Plan.  In the event of a conflict
between this SPD and the plan document or any terms or conditions, the text of
the plan document will prevail.  


 


4

















 


Introduction


 


The ATK severance benefit
is designed to provide you with advance notice of termination, a lump sum
severance payment, and other benefits described herein, if you are terminated
for convenience or due to a layoff or reduction in workforce (RIF) from active
regular full-time or regular part-time employment with ATK or any of its
associated companies. 


 


For a Tier 1 Executive
the amount of severance is equal to 12 months of base salary.  For a Tier 2 Executive the amount of
severance is based on two weeks of base pay for each full  year of continuous service with ATK measured from the most recent hire
date and calculated  as of the effective date of
termination.  It may
include service with a predecessor company. (See page 9.)  It includes a minimum severance payment of 26
weeks and a maximum severance payment of 39 weeks.


 


Plan
eligibility


 


You are eligible to participate in the Plan
if you are an active regular full-time or regular part-time salaried employee
currently in a Tier 1 or Tier 2 Executive position.


 


•                  You are in a Tier 1 Executive
position if you are an officer elected by the ATK Board of Directors or you are
a grade level 22A, 23 or 24.


 


•                  You are in a Tier 2 Executive
position if you are grade level 22B or 22C and are eligible to participate in
the ATK Executive Incentive Program. 


 


If you are eligible to
participate in the Plan, you will remain a participant
in the Plan until the earliest of the following events occur:


 


•          You
voluntarily terminate your employment. 
(As used here, this excludes a formal Request for Layoff Consideration,
which may be periodically offered);


 


•          You
are terminated for cause by ATK;


 


•          You
die, retire, or receive all severance benefits provided for under this Plan, or
you no longer qualify to receive benefits under the Plan; or


 


•          ATK
no longer offers the Plan.  


 


For purposes of this Plan, termination for cause shall include termination for (i) any material failure of
you to perform your duties, (ii) gross negligence or willful or
intentional wrongdoing or misconduct, (iii) a material breach by you of
any confidentiality agreement with the Company or duty of loyalty to the
Company, (iv) a commission of an act of personal dishonesty which involved
material personal profit in connection with the Company, or (v) a
conviction or guilty plea by you of a felony offense or a crime involving moral
turpitude.  If ATK so terminates your
employment for cause, then you will not be eligible for severance.  


 


5

















 


You are not eligible to participate in the Plan
if:


 


•          You
are classified as other than a regular employee, e.g., temporary status,
independent contractor, temporary agency employee, consultant, etc.; or


 


•          You
are not an Executive of ATK or an associated company.


 


In addition, you are
disqualified from participation in the Plan if you are not actively at work as
of the effective date of your termination. 
Generally, you are not considered actively at work, if you are on a
leave of absence in excess of ninety (90) consecutive calendar days, and you are
not being paid wages or Paid Time Off.  (Note: Employees on military leave of
absence covered by Uniformed Services Employment and Reemployment Rights Act
(USERRA) are not disqualified from receiving a severance benefit.)


 


Benefit
eligibility 


 


If you are eligible to
participate in the Plan, you may qualify for a severance benefit when all of
the following conditions are met:


 


•                  You are terminated for convenience or
due to a layoff or RIF 


 


•                  You have signed a general release of
all employment-related claims or potential claims against ATK after you are officially notified of termination and within the
consideration period set in your general release; and


 


•                  The rescission period set in your
general release, if any, has elapsed. 


 


For
purposes of this plan, termination for convenience shall
mean in involuntary termination of your employment taken by ATK at any time
without cause.  If ATK so
terminates your employment, then you may be eligible for severance.  


 


Even if you are eligible,
you will not qualify for a severance benefit if:


 


•          You
refuse to work during the notice period or fail to satisfactorily perform your
job until your termination date, as determined in the sole discretion of ATK;


 


•          You
refuse to comply with a confidentiality agreement or non-compete agreement or
you disclose ATK trade secrets or confidential or proprietary information;


 


•          You
intentionally damage or refuse to return ATK or customer property; 


 


•          You
engage in conduct or behavior that would otherwise lead to termination of your
employment such as disclosing confidential information, disparaging the
company, mistreating or harassing other employees, or violating other workplace
rules or ATK’s Code of Conduct; or


 


•          You
are a participant in the Alliant Techsystems Inc. Income Security Plan and your
termination is a Qualifying Termination as defined under that plan.  Under no circumstances will you receive
benefits under both the Income Security Plan and this Plan as a result of the
termination of your employment. 


 


 Severance benefits are not paid under this
Plan in the following situations:


 


•          You
are placed on a directed leave of absence or a temporary layoff status, as
determined by the company; or operations have been temporarily interrupted due
to a maintenance or vacation shutdown, material shortage, etc.;


 


•          Your
location, business unit, or work function is sold, transferred, outsourced, or
merged with a third party and you are offered employment by or you are
transferred to the purchaser or other third party, whether or not you accept
such employment;


 


6

















 


•          Your
termination is for cause;


 


•          A
Change of Control occurs;


 


•          You
are transferred from one ATK location to a different ATK location; 


 


•          Your
position is eliminated and you are offered a comparable position with ATK
within the same geographic area; 


 


•          You
voluntarily terminate, resign, abandon your position (e.g., refuse to work
until your termination date), or fail to return from an approved leave of
absence; or


 


•          You
are not eligible on the effective date of your termination from employment with
ATK.


 


Even if severance
benefits have commenced, all remaining benefits
will be forfeited and your severance benefit will be terminated automatically
if ATK determines in its sole discretion that:


 


•          You
should have been disqualified or ineligible from receiving benefits because of
one of the conditions listed above; 


 


•          You
engage in any conduct that damages ATK’s business or defames or slanders ATK’s
name or business reputation; or


 


•          You
violate any provisions of your signed general release.


 


Coordination
with Employment Agreements and other separation benefits


 


ATK retains the right to
enter into side agreements with you that amend your rights under this
Plan.  This Plan does not supersede any
additional rights you may have pursuant to an employment agreement, or under
federal or state law.  However, if you
are entitled to any other severance or termination of employment benefits,
other than those provided by this Plan, then your benefits under this Plan will
be reduced by the amounts of such other payments.  In that event, if such other payments are
made at a time or in a form different from the time and form for payments under
this Plan, and residual amounts are payable under this Plan, then such residual
amounts shall be paid at the same time and in the same form as such other
payments. The severance benefits under this Plan are in lieu of any benefits
that may be available under ATK Severance Plan A and/or ATK Severance Plan B;
for Executives, this Plan governs severance benefits.


 


7

















 


Forms of
severance benefit


 


If you meet the plan
eligibility and benefit eligibility requirements contained in this Plan and you
are eligible for a severance benefit, your severance benefit may include the
following:


 


Notice


 


You will
normally be given up to two weeks notice of your termination date.  Unless otherwise directed by ATK, you are
expected to work through your termination date. 
Failure to work during the notice period may disqualify you from
receiving severance benefits.  Layoff
notification paperwork will include the length of the notice period.  ATK retains the right to offer you two weeks’
pay in lieu of notice.


 


Severance
Payment


 


•                  Your severance payment will be paid
in a lump sum and will include:  


 


•                  For a Tier 1 Executive: 


 


•                  An amount equal to 12 months (“Severance
Period”) of base salary, regardless of length of service or time in position, 


 


•                  Plus
an additional lump sum of
$15,000.00 to offset the cost of continuing health care coverage.


 


•                  For a Tier 2 Executive:


 


•                  An amount equal to two weeks of base
salary for each full year of continuous service with a minimum of 26 weeks and
a maximum of 39 weeks (“Severance Period”). 
For example, a Tier 2 Executive with one year of service is eligible for
26 weeks of base salary (minimum); a Tier 2 Executive with 14.5 years of
service is eligible for 28 weeks of base salary (full years of service
multiplied by two weeks of base salary); and a Tier 2 executive with 21 years of
service is eligible for 39 weeks of base salary (maximum). 


 


•                  Plus
an additional lump sum of
$8,000.00 to offset the cost of continuing health care coverage.


 


•                  Your severance payment will be made no later than 2 1⁄2 months
following the year of your termination.


 


Additional notes:


 


•          Taxes
and other required or authorized payroll deductions will be withheld.


 


•          None
of your severance payment will be considered pensionable earnings (for example,
it is not “Earnings” or “Recognized Compensation”) for purposes of any ATK
qualified or non-qualified plan. 


 


•          Severance
payments will be reduced by payments made to you under any other severance
plans or employment agreement.


 


•          Any
money you owe ATK that has not been repaid as of your termination date will be
withheld from your severance payment.


 


8

















 


Other
Severance Benefits


 


Outplacement
Services:  ATK will provide you with
outplacement services, the scope and provider of which will be determined by
ATK.  You must utilize these outplacement
services within 6 months of your termination date.  You may not receive a cash payment in lieu of
this benefit. 


 


Note


 


Stock Options/Restricted
Stock/Performance Shares:  This Plan does
not affect how stock incentives or bonuses such as stock options, restricted
stock, or performance shares are treated at termination of employment.  The terms of your individual stock agreements
and the plans that govern stock incentives or bonuses, such as stock options,
restricted stock, or performance shares will govern in the event of the
termination of your employment.  Payments
for stock options, restricted stock and performance shares will not be deducted
from your severance benefit under this Plan.


 


9

















 


General
provisions


 


Year
of Service


 


For purposes of this
Plan, a Tier 2 Executive’s severance payment amount is based on full years of service with ATK.  Service includes continuous active regular
status employment measured from most recent hire date.  It may also include service with a
predecessor company, i.e. a company that is acquired by ATK.  It does not include time worked as a
temporary status employee, independent contractor, temporary agency employee,
consultant, etc. Service is calculated as of the effective date
of termination.  


 


If you are a Tier 2 Executive, any period of
employment with a predecessor company will only be included in the calculation
of your severance benefit if (1) you were employed by the predecessor
company on the effective date of its acquisition by ATK, (2) you are
eligible to participate in ATK’s Executive Incentive Program, and (3) your
service with the predecessor company is not specifically excluded by this
Plan.  This Plan does not recognize
previous service with Olin Corporation.  


 


General
Release


 


You are required to sign
a general release of all employment-related claims prior to receiving any
severance benefit.  This general release
includes a release of all claims and causes of action, arising, or which may
have arisen, out of or in connection with your employment or termination from
employment with ATK.    If you are
eligible for a severance payment, you will have up to 45 calendar days
to consider signing the general release. 
After you sign the general release, you will have up to 15 calendar days during which to rescind the general
release.  The specific length of the
consideration period and rescission period, if any, will be set in your
individual general release.


 


Post-Employment
Restrictions


 


Competition
Restrictions.  In order to protect ATK’s
legitimate interests, including, but not limited to confidential information,
trade secrets, and customer/vendor relationships, you will not, during the
Severance Period, directly or indirectly, personally engage in, nor shall you
own, manage, operate, join, control, consult with, participate in the
ownership, operation or control of, be employed by, or be connected in any
manner with any person or entity that develops, manufactures, distributes,
markets or sells services or products competitive with those that ATK
manufactures, markets or sells to any customer anywhere in the world, during
the Severance Period.  If during your
Severance Period, you wish to obtain other non-competitive employment, you
agree to meet and confer in good faith with ATK prior to accepting such
employment.  You will provide ATK with
the name of any potential future employer and give ATK the right to provide a
copy of this provision to said potential employer.


 


Non-Solicitation.  During the Severance Period, you will not,
directly or indirectly solicit any of ATK’s employees for the purpose of hiring
them or inducing them to leave their employment with ATK, nor will you own,
manage, operate, join, control, consult with, participate in the ownership,
management, operation or control of, be employed by, or be connected in any
manner with any person or entity that engages in the conduct proscribed by this
paragraph during the Severance Period.


 


Breach.  If in ATK’s sole determination, you breach
any of these Post-Employment Restrictions, ATK will be entitled to injunctive
relief in addition to any other legal or equitable remedies.  At that time, ATK will immediately
discontinue any remaining severance benefits. 
Further, ATK is entitled to repayment of the percentage of your
severance benefits providing consideration for these provisions.  This percentage will be identified in your
General Release of Claims agreement.   


 


10

















 


Benefit
prorate (RPT)


 


If on the date your
employment terminates you are classified as a regular part-time employee, your
severance benefit is pro-rated, based on your current base pay and average
number of hours worked over the past six months.  


 


Non-duplication
provision


 


Full years of service is
measured from your most recent hire date. 
You will not receive a severance benefit for any previous period of
employment regardless of whether you received severance under this Plan, an
earlier ATK plan, or under the plan of a predecessor or affiliated
company.  If due to a unique
circumstance, you received severance pay or paid leave in lieu of service since
your most recent hire date under this Plan, an earlier ATK plan, or under the
plan of a predecessor or affiliated company, then the years of service used to
calculate the severance benefit amount you received will be subtracted from any
future severance benefit.  


 


Medical
or disability leave


 


Like other employees who
are not actively at work for more than ninety days, employees not at work due
to a medical or disability leave are generally not eligible for severance when
their job position is eliminated.  If the
leave of absence qualifies for Short Term Disability or the employee is in the
first six months of Long Term Disability, and the employee is able to return to
work prior to exhausting Short Term Disability or the first six months of Long
Term Disability, but there is no job position to return to, then ATK may offer
the employee a severance benefit.


 


Change
of Control


 


A Change of Control
occurs upon one or more of the following events:


 


•                  Acquisition
by an individual, entity or group of 40 percent or more of ATK’s stock.


 


•                  Consummation
of a merger, consolidation or sale of all or substantially all of ATK’s assets;
however, such a transaction will not be considered a Change of Control if ATK’s
shareholders receive 60 percent or more of the new corporation’s stock.


 


•                  A
change in the majority of the Board of Directors.


 


•                  An
approval by the shareholders of a liquidation or dissolution of ATK.


 


•                  Any
other circumstances the Board of Directors deems to be a Change of Control.


 


A Change of Control does
not result from ATK’s insolvency.


 


In the event of a Change
of Control, this Plan may not be amended, changed, or terminated for a period
of one year from the effective date of the acquisition or merger in a manner
that would adversely affect eligible plan participants unless 80 percent of
such participants provide written consent. 


 


Plan
may be amended or terminated


 


At any time prior to a
Change of Control, ATK, through the P&C Committee of the Board of
Directors, has the sole discretion to change, amend or terminate this Plan or
to change the severance benefit available under the Plan at any time. 


 


11

















 


Administration


 


	
  The Employee
  Retirement Income Security Act of 1974 (ERISA) requires that you be given
  certain information to help you answer administrative questions about the
  Plan.  Also detailed in this section is
  the appeal process if your claim for benefits is denied, as well as your
  legal rights under ERISA.

  
	
   

  
	
  Name of Plan

  	
  ATK Plan 5A – Non-Health
  Welfare Benefit Plan for Non-Union Employees

  
	
   

  	
   

  
	
  Plan Sponsor and 

  Plan Administrator

  	
  Alliant Techsystems
  Inc.

  5050 Lincoln Drive

  Edina, MN 55436-1097

  1-800-877-2072

  
	
   

  	
   

  
	
  Administration

  	
  Ultimate
  responsibility for administration of the Plan and interpretation of the Plan’s
  provisions rests with ATK, acting through its officers and employees. The PRC
  has the exclusive right to make final determinations regarding Plan
  eligibility and to provide conclusive interpretation of Plan provisions.

   

  The Senior Vice
  President Human Resources has appointed the Alliant
  Pension and Retirement Committee (PRC) to decide appeals of denied
  claims (except that the Personnel and Compensation Committee of the Board of
  Directors-the “Committee”-has this responsibility for Section 16
  officers).  The PRC (and the Committee
  for Section 16 officers) has final discretionary authority to decide
  claim appeals under this Plan.

   

  Correspondence regarding the
  Plan  should be
  directed to the

                                                  Senior Vice President Human Resources – MN01-1030

                                                  at the company address shown above.

  
	
   

  	
   

  
	
  Employer
  Identification Number

  	
  41-1672694

  
	
   

  	
   

  
	
  Plan Number

  	
  527 (Non Union)

  
	
   

  	
   

  
	
  Type of Plan

  	
  Welfare plan,
  Severance

  
	
   

  	
   

  
	
  Plan Eligibility

  	
  As defined in
  Eligibility section

  
	
   

  	
   

  
	
  Plan Funding

  	
  Unfunded – Benefits
  are paid from Employer’s general assets.

  
	
   

  	
   

  
	
  Plan Year

  	
  The Plan year begins
  on January 1 and ends on December 31.

  
	
   

  	
   

  
	
  Agent for Legal
  Process

  	
  General Counsel—MN01-1080

  at the company address shown above

  -or-

  CT Corporation

  405 Second Ave. So.

  Minneapolis, MN  55401

  Note:  CT
  Corporation has locations in every state.

  



 


12

















 


CLAIMS


 


If you believe you may
be entitled to benefits, or you disagree with any decision regarding your
benefit, you should present a written
claim / appeal to ATK at the following address. (An oral
claim or request for review is not sufficient.)   


 


Alliant Techsystems Inc.


Attn: Senior Vice President, Human Resources
– MN01-1030

5050 Lincoln Drive

Edina, MN 55436-1097
        1-800-277-8072




If you do not file a
written claim or follow the claims procedures, you may give up legal rights.




A Claim for Benefits


 


A “claim” for benefits
is a request for benefits under the Plan filed in accordance with the Plan’s
claims procedures. To make a claim or request review of a denied claim, you
must file a written claim with ATK at the address shown above.  An oral claim or request for review is not
sufficient.


 


Steps in Filing a Claim


 


Time for Filing a Claim.  You must file your written claim with ATK
within 1 year after the date you knew or reasonably should have known of the
facts behind your claim.


 


Filing a Claim.  You must file your claim with ATK at the
address noted above.  You must include
the facts and arguments that you want considered during the claims procedure.


 


Response from ATK.  Within 90 days of the
date ATK receives your claim, you will receive a written or electronic notice of
the decision or a notice describing the
need for additional time (up to 90 additional days) to reach a decision.  If ATK (or in the case of a Section 16
Officer, the Personnel and Compensation Committee of the ATK Board of Directors
(Committee)) notifies you that it needs additional time, the notice will
describe the special circumstances requiring the extension and the date by
which it expects to reach a decision.  If
ATK (or in the case of a Section 16 Officer, the Committee) denies your
claim, in whole or in part, you will receive a notice specifying the reasons,
the Plan provisions on which it is based, a description of additional material
(if any) needed to perfect the claim, your right to file a civil action under section 502(a) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if
your claim is denied upon review, and it will also explain your right to
request a review.


 


Steps in Filing Request for
Review.


 


Time for Filing a Request
for Review.  If ATK (or
in the case of a Section 16 Officer, the Committee) denies your claim, you
may request a review of your claim by the ATK Pension and Retirement Committee (ATK PRC) (or in the case of a Section 16 Officer, the
Committee). 
ATK must receive actual delivery of your written request for review
within 60 days after the date you receive notice that your claim was denied.


 


Filing a Request for
Review of a Denied Claim.  You
may file a request for review of a denied claim with ATK, which
will be forwarded to the ATK PRC (or in the case of a Section 16
Officer, the Committee). Your request must include issues that you want
considered in the review.  You may submit
written comments, documents, records, and other information relating to your
claim.  Upon


 


13

















 


request,
you are entitled to receive free of charge reasonable access to and copies of
the relevant documents, records, and information used in the claims process.


 


Response from ATK PRC on
Review. Within 60 days after the date ATK receives your request, you will
receive a written or electronic notice of the decision or
a notice describing the need for additional time (up to 60 additional days) to
reach a decision.  If you are notified
that the PRC (or in the case of a Section 16 Officer, the Committee) needs
additional time, the notice will describe the special circumstances requiring
the extension and the date by which it expects to reach a decision.  If the PRC (or in the case of a Section 16
Officer, the Committee) affirms the denial of your claim, in whole or in part,
you will receive a notice specifying the reasons, the Plan provisions on which
it is based, notice that upon request you are entitled to receive free of
charge reasonable access to and copies of the relevant documents, records, and
information used in the claims process, and your right to file a civil action
under section 502(a) of ERISA.


 


If the PRC  Requests Further Information Regarding Your Claim on Review.  If the PRC (or in the case of a Section 16
Officer, the Committee) determines it needs further information to complete its
review of your denied claim, you will receive a written notice describing the
additional information necessary to make the decision.  You will then have 60 days from the date you
receive the notice requesting additional information to provide it to the PRC
(or in the case of a Section 16 Officer, the Committee).  The time between the date the PRC  (or in the case of a Section 16 Officer, the
Committee) sends its request to you and the date it receives the requested
additional information from you shall not count against the 60-day period in
which the PRC (or in the case of a Section 16 Officer, the Committee) has
to decide your claim on review.  If the PRC (or in the case of a Section 16
Officer, the Committee) does not receive a response, then the period by which
the PRC (or in the case of a Section 16 Officer, the Committee) must reach
its decision shall be extended by the 60-day period provided to you to submit
the additional information.  Note:  If special circumstances exist, this period
may be further extended.


 


In General.  The PRC,  or its
designee (or in the case of a Section 16 Officer, the Committee), will make all decisions on claims and review of
claims.  With respect to the review of original
and denied claims, the PRC(or in the case of a Section 16 Officer, the
Committee)  has the sole discretion,
final authority, and responsibility to decide all factual and legal questions
under the Plan.  This includes
interpreting and construing the Plan and any ambiguous or unclear terms, and
determining whether a claimant is eligible for benefits and the amount of the
benefits, if any, a claimant is entitled to receive.  The PRC (or in the case of a Section 16
Officer, the Committee) may hold hearings and reserves the right to delegate
its authority to make decisions. The PRC (or in the case of a Section 16
Officer, the Committee) may rely on any applicable statute of limitations as a
basis to deny a claim.  The PRC’s (or in
the case of a Section 16 Officer, the Committee’s) decisions are
conclusive and binding on all parties. 
You may, at your own expense, have an attorney or representative act on
your behalf, but the PRC (or in the case of a Section 16 Officer, the
Committee) reserves the right to require a written authorization for a person
to act on your behalf.


 


Time Periods.  The time period for review of your claim
begins to run on the date ATK receives your written claim.  Similarly, if you file a timely request for
review, the review period begins to run on the date ATK receives your written
request.  In both cases, the time period
begins to run regardless of whether you submit comments or information that you
would like to be considered on review.


 


Limitations Period.  If you file your claim within the required
time, complete the entire claims procedure, and the PRC(or in the case of a Section 16
Officer, the Committee) denies your claim after you request a review, you may
sue over your claim (unless you have executed a release on your claim).  You must, however, commence that suit within
30 months after you knew or reasonably should have known of the facts behind
your claim or, if earlier, within 6 months after
the claims procedure is completed.  


 


14

















 


Exhaustion of Administrative
Remedies.  Before commencing legal action to recover
benefits, or to enforce or clarify rights, you must completely exhaust the Plan’s
claim and review procedures.


 


Administrative Safeguards.  The Plan uses the claims procedures outlined
herein and the review by the PRC (or in the case of a Section 16 Officer,
the Committee) as administrative processes and safeguards to ensure that the
Plan’s provisions are correctly and consistently applied.


 


15

















 


The PRC (or in the case of a Section 16
Officer, the Committee) has the sole discretion, authority, and responsibility
to decide all factual and legal questions under the Plan.  This includes interpreting and construing the
plan document and any ambiguous or unclear terms within the plan document, and
determining whether a claimant is eligible for benefits under the Plan and the
amount of the benefits, if any, a claimant is entitled to receive.  The PRC’s (or in the case of a Section 16
Officer, the Committee’s)  decisions
are conclusive and binding on all parties.


 


Your legal rights.  As a participant in this Plan, you are
entitled to certain rights and protections under the Employee Retirement Income
Security Act of 1974 (ERISA).  ERISA
requires that all Plan participants shall be entitled to: 


 


•          Examine
all Plan documents, including insurance contracts and collective bargaining
agreements that govern the Plan, and a copy of the latest annual report (Form 5500)
filed by the Plan with the U.S. Department of Labor and available at the Public
Disclosure Room of the Employee Benefits Security Administration (“EBSA”).  These documents are available for inspection
at no charge in the Plan Administrator’s office, and other specified locations,
such as worksites and union halls.


 


•          Obtain,
upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan, including insurance contracts and collective
bargaining agreements, and copies of the latest annual report (Form 5500
Series) and updated summary plan description. 
The Plan Administrator may charge a reasonable amount for the copies.


 


•          Receive
a summary of the annual financial report for any plan that pertains to
you.  The Plan Administrator is required
to furnish you with financial summaries called Summary Annual Reports (SARs). 


 


Prudent Actions By Plan
Fiduciaries


 


In addition to creating
certain rights for plan participants, ERISA imposes certain duties on the
people who are responsible for the operation of the employee benefit
plans.  The people who operate your plan,
called “fiduciaries” of the plan, have a duty to do so prudently and in the
interest of you and other plan participants and beneficiaries.


 


No one including your
employer, your union, or and other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit or
exercising your rights under ERISA.


 


Enforce Your Rights


 


If your claim for a
welfare benefit is denied or ignored, in whole or in part, you have a right to
know why this as done, to obtain copies of documents relating to the decision
without charges and to appeal any denial, all within certain time
schedules.  


 


Under ERISA, there are
steps you can take to enforce the above rights. 
For instance, if you request in writing a copy of plan documents or the
latest annual report from the plan and do not receive them within 30 days, you
may file suit in Federal court.  In such
a case, the court may require the Plan Administrator to provide the materials
to you and pay you up to $110 a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of the Plan
Administrator.  


 


16

















 


If you have a claim for
benefits that is denied or ignored, in whole or in part, you may file suit in a
state or Federal court.  In addition, if
you disagree with the Plan’s decision or lack thereof concerning the qualified
status of a domestic relations order or a medical child support order, you may
file suit in Federal court.  If it should
happen that the Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in Federal court.  The court will decide who should pay court
costs and legal fees.  If you are
successful, the court may order the person or entity you have sued to pay these
costs and fees.  If you lose, the court
may order you to pay these costs and fees (for example, if the court finds your
claim frivolous).


 


Assistance
With Your Questions


 


If you have any
questions about your benefits, you should contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the Plan Administrator, you should contact the nearest
area office of the Employee Benefits Security Administration, U.S. Department
of Labor, listed in your telephone directory, or the Division of Technical
Assistance and Inquiries, Employee Benefit Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington DC 20210.  You may also obtain certain publications about
your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.


 


17

















 


Appendix
A


 


[Form for
Executive Severance Plan Release]


 


Draft to
be completed with Individual facts.


 


SEPARATION
AGREEMENT


 


AND


 


GENERAL
RELEASE OF CLAIMS


 


This Separation Agreement
and General Release of Claims (“Agreement” or “General Release”) is made and
entered into by and between [employee name], on behalf of his agents, assigns,
heirs, executors, administrators, attorneys and representatives (“I,” “me,” “Employee”),
and Alliant Techsystems Inc., a Delaware corporation, any related corporations
or affiliates, subsidiaries, predecessors, successors and assigns, present or
former officers, directors, shareholders, board members, agents, employees, and
attorneys, whether in their individual or official capacities, delegates,
benefit plans and plan administrators, and insurers (“Company” or “ATK”).


 


WHEREAS, ATK and I have
mutually agreed that my employment shall terminate as provided in this General
Release.  In consideration of my signing
and complying with this General Release, ATK agrees to provide me with certain
payments and other valuable consideration described below.  Further, ATK and I desire to resolve and
settle any and all potential disputes or claims related to my employment or
termination of employment.


 


WHEREAS, ATK has expended
significant time and money on promotion, advertising, and the development of
goodwill and a sound business reputation through which it has developed a list
of customers and spent time and resources to learn the customers’ needs for ATK’s
services and products.  This information
is valuable, special and unique assets of ATK’s business, which I acknowledge
constitutes confidential information.


 


WHEREAS, ATK has expended
significant time and money on technology, research, and development through
which it has developed products, processes, technologies and services, that are
valuable, special and unique assets of ATK’s business, which I acknowledge
constitutes confidential information.


 


WHEREAS, the disclosure
to or use by third parties of any of ATK’s confidential or proprietary
information, trade secrets, or my unauthorized use of such information would
seriously harm ATK’s business and cause monetary loss that would be difficult,
if not impossible, to measure.


 


THEREFORE, ATK and I
mutually agree to the following terms and conditions:


 


A-1

















 


1.                                       Termination
of Employment.  I understand my
employment with ATK is terminated effective [termination date].


 


(a)                                  Final
Paycheck.  My final paycheck will
include all salary earned through the effective date of the termination of my
employment with ATK.  ATK will also pay
me for any accrued, but unused vacation/PTO [or draw down of PTO].


 


(b)                                 Restricted
Stock.  I do not have any unvested
and outstanding restricted stock grants. Note: 
complete depending on circumstances.


 


(c)                                  Performance
Share Incentive Stock.  [draft to
person’s facts; example: I have xx Performance Share Agreements.  In accordance with these Performance Award
Agreements, I understand that I will receive a prorated number of the
performance shares based on the amount active service time during the
applicable fiscal year.  Specifically:


 


(i)                                                                                         For
the Performance Award Agreement dated April 1, 2004, for the fiscal year
2005-2007 three-year period, the award will receive the total earned amount.


 


(ii)                                                                                      For
the Performance Award Agreement dated xx for fiscal year 200x – 200x xx-year
period, the award will be prorated [fraction] of total earned amount.


 


ATK expects to make
payment of these awards following the completion of the performance periods
which ATK currently expects to be in May after each of those periods.  The amount of the payment depends on whether
and to what extent ATK meets the objectives set when that performance share
grant was made.


 


(d)                                 Stock
Options.  Any unvested (not
exercisable) stock options will forfeit. 
All stock options that are exercisable on my termination date remain
exercisable until the earlier of (i) the option’s expiration date
under the Non-qualified Stock Option Agreement from which it was granted, or (ii) three
years from my termination date.  All
terms of the Non-qualified Stock Option Agreement(s) apply.


 


(e)                                  Deferred
Compensation.  Any compensation I
deferred under the Alliant Techsystems Inc. Nonqualified Deferred Compensation
Plan (or predecessor plan) shall be paid in accordance with my pre-selected
distribution options and the terms of that plan.


 


2.                                       Severance
Benefits.  In exchange for the
promises contained herein, and after the applicable rescission period has
elapsed, ATK will provide me with the severance benefits contained in the
Executive Severance Plan and with any additional benefits identified in this
Paragraph 2 (together referred to as “Severance Benefits”):


 


(a)                                  Severance
Pay.  I am eligible to receive a
single lump-sum severance payment in the amount of $xxxxx, which is equal to
[xxx] weeks of my base pay.  This
severance payment will be subject to all applicable withholdings and will be
taxable as payroll wages.  No 401k


 


A-2

















 


deductions will be taken
from the payment nor is it pensionable earnings (for example, it is not “Earnings”
or “Recognized Compensation”) for purposes of any ATK qualified or
non-qualified employee benefits plans.


 


(b)                                 Additional
Lump Sum.  I am eligible to receive a
single lump-sum payment in the amount of $8,000.00 to offset the cost of
continuing health care coverage.  This
amount will be subject to all applicable withholdings and will be taxable as
payroll wages.  No 401k deductions will
be taken from the payment nor is it pensionable earnings (for example, it is
not “Earnings” or “Recognized Compensation”) for purposes of any ATK qualified
or non-qualified employee benefits plans.


 


(c)                                  Executive
Incentive Plan.  I will be eligible
to receive an Executive Incentive Plan (EIP) payment for Fiscal-Year 200x.  Such payment will be prorated based on my xx
months of employment in FY0x and based solely on the actual corporate
performance as established in the beginning of such fiscal year, with no
discretionary adjustment made to it. 
This amount will be paid in a single lump sum payment in cash (or
deferred if the Nonqualifed Deferred Compensation Plan provides for this a
previously elected deferral) at the time all other EIP participants receive
payment.


 


(d)                                 Outplacement
Services.  I will be entitled to
participate in executive level outplacement services through Lee Hecht
Harrison.


 


(e)                                  Independent
Consideration.  I am only eligible
for Severance Benefits because I have signed and not revoked this General
Release.  I acknowledge that I am not
otherwise entitled to receive such additional and valuable consideration.  By my signature on this General Release, I
waive all rights to any other benefits or cash payment.  Further, I agree that these Severance
Benefits are adequate consideration for my promises herein.


 


3.                                       Post
Employment Restrictions.


 


(a)                                  Confidentiality
and Non-Disparagement.  I acknowledge
that in the course of my employment with ATK, I have had access to confidential
information and trade secrets.  I agree
to maintain the confidentiality of ATK’s confidential information and trade
secrets.  I will not disclose or
otherwise make available to any person, company, or other party confidential
information or trade secrets.  Further, I
agree not to make any disparaging or defamatory comments about any ATK
employee, director, or officer, the Company, or any aspect of my employment or
termination from employment with ATK. 



 


(b)                                 Competition
Restrictions.  From [date through
date – 6 months - 12 months], I agree, I will not directly or indirectly,
personally engage in, nor own, manage, operate, join, control, consult with,
participate in the ownership, operation or control of, be employed by any
person or entity that develops, manufactures, distributes, markets or sells
services or products competitive with those that ATK manufactures, markets or
sells to any customer anywhere in the world. 
If during this restricted period I wish to obtain other non-competitive
employment, I agree to meet and confer in good faith with ATK, prior to
accepting such employment.  I will


 


A-3

















 


provide ATK with the name
of any potential future employer and give ATK the right to provide a copy of
this provision to said potential employer.


 


(c)                            Non-solicitation.  From [date through date – 6 months - 12
months], I will not, directly or indirectly solicit any of ATK’s employees for
the purpose of hiring them or inducing them to leave their employment with ATK,
nor will I own manage, operate, join, control, consult with, participate in the
ownership, management, operation or control of, be employed by, or be connected
in any manner with any person or entity that engages in the conduct proscribed
by this paragraph during the restricted period.


 


(d)                           Breach
of Post-Employment Restrictions.  If
I breach any of my obligations under this Paragraph 3, then I will not be
entitled to, and shall return, 25 percent of the Severance Pay provided in
Paragraph 2(a).  ATK will be entitled to
attorney’s fees and costs incurred in seeking injunctive relief and damages
including collecting the repayment of applicable consideration.  Such action on the part of ATK will not in
any way effect the enforceability of my General Release of Claims provided in
Paragraph 5, which is adequately supported by the remaining Severance Benefits
provided in Paragraph 2.


 


4.                                       Return
of ATK Property.  Prior to my last
day of employment, I agree to return all ATK property in my possession or
control including, but not limited to, confidential or proprietary information,
credit card, computer, documents, records, correspondence, identification
badge, files, keys, software, and equipment. 
Further, I agree to repay to ATK any amounts that I owe for personal
credit card expenses, wage advances, employee store purchases, and used, but
unaccrued, vacation/PTO time.  These
debts may be withheld from my severance payment, if any.


 


5.                                       General
Release of Claims.  Except as stated
in Paragraph 7, I hereby release and forever discharge ATK from all claims and
causes of action, whether I currently have knowledge of such claims and causes
of action, arising, or which may have arisen, out of or in connection with my
employment or termination of employment with ATK.  This includes, but is not limited to claims,
demands or actions arising under any federal or state law such as the Age
Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection
Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”),
the Americans with Disabilities Act (“ADA”), the Family Medical Leave Act (“FMLA”),
the Employee Retirement Income Security Act of 1978 (“ERISA”), the Worker
Adjustment Retraining and Notification Act (“WARN”), the Fair Labor Standards
Act (“FLSA”), the National Labor Relations Act (“NLRA”), the Occupational
Safety and Health Act (“OSHA”), the Rehabilitation Act, the Minnesota Human
Rights Act, and Minn. Stat. Chap. 181, all as amended.


 


This General Release
includes any state human rights or fair employment practices act, or any other
federal, state or local statute, ordinance, regulation or order regarding
conditions of employment, compensation for employment, termination of
employment, or discrimination or harassment in employment on the basis of age,
gender, race, religion, disability, national origin, sexual orientation, or any
other protected characteristic, and the common law of any state.


 


A-4

















 


I further understand that
this General Release extends to all claims which I may have as of this date
against ATK based upon statutory or common law claims for breach of contract,
breach of employee handbooks or other policies, breach of promises, fraud,
wrongful discharge, defamation, emotional distress, whistleblower claims,
negligence, assault, battery, or any other theory, whether legal or equitable.


 


I agree that this General
Release includes all damages available under any theory of recovery, including,
without limitation, any compensatory damages (including all forms of back-pay
or front-pay), attorneys’ fees, liquidated damages, punitive damages, treble
damages, emotional distress damages, pain and suffering damages, consequential
damages, incidental damages, statutory fines or penalties, and/or costs or
disbursements.  Except as stated in
Paragraph 7, I am completely and fully waiving any rights under the above
stated statutes, regulations, laws, or legal or equitable theories.


 


6.                                       Breach
of General Release of Claims.  If I
breach any provision of the General Release of Claims provided in Paragraph 5,
then I will not be entitled to, and shall return, 75 percent of the Severance
Pay provided in Paragraph 2(a).  ATK will
be entitled to attorney’s fees and costs incurred in its defense including
collecting the repayment of applicable consideration.  Such action on the part of ATK will not in
any way effect the enforceability of the Post-Employment Restrictions provided
in Paragraph 3, which are adequately supported by the remaining Severance
Benefits provided in Paragraph 2.


 


7.                                       Exclusions
from General Release.  I am not
waiving my right to enforce the terms of this General Release or to challenge
the knowing and voluntary nature of this General Release under the ADEA as
amended; or my right to assert claims that are based on events that happen
after this General Release becomes effective. 
I agree that ATK reserves any and all defenses, which it has or might
have against any claims brought by me. 
This includes, but is not limited to, ATK’s right to seek available
costs and attorneys’ fees, and to have any money or other damages that might be
awarded to me, reduced by the amount of money paid to me pursuant to this
General Release.  Nothing in this General
Release interferes with my right to file a charge with the Equal Employment
Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or
proceeding.  Nevertheless, I understand
that I have waived my right to recover any individual relief or money damages,
which may be awarded on such a charge. 



 


8.                                       Right
to Revoke.  This General Release does
not become effective for a period of fifteen (15) days after I sign it and I
have the right to cancel it during that time. 
Any decision to revoke this General Release must be made in writing and
hand-delivered to ATK or, if sent by mail, postmarked within the fifteen (15)
day time period and addressed to [name and title], Alliant Techsystems Inc.,
5050 Lincoln Drive, Edina, MN 55436.  I
understand that if I decide to revoke this General Release, I will not be
entitled to any Severance Benefits.


 


9.                                       Unemployment
Compensation Benefits.  If I apply
for unemployment compensation, ATK will not challenge my entitlement to such
benefits.  I understand that ATK does not
decide whether I am eligible for unemployment compensation benefits, or the
amount of the benefit.


 


A-5

















 


10.                                 No
Wrongdoing.  By entering into this
General Release, ATK does not admit that it has acted wrongfully with respect
to my employment or that I have any rights or claims against it.


 


11.                                 No
Adequate Remedy at Law.  I
acknowledge and agree that my breach of the Post-Employment Restrictions
provided in Paragraph 3 would cause irreparable harm to Company and the remedy
at law would be inadequate.  Accordingly,
if I violate such Paragraph, ATK is entitled to injunctive relief in addition
to any other legal or equitable remedies.


 


12.                                 Choice
of Law and Venue.  The terms of this
General Release will be governed by the laws of Minnesota (without regard to
conflict of laws principles).  Any legal
action to enforce this General Release shall be brought in a competent court of
law in Hennepin, County.


 


13.                                 Severability.  If any of the terms of this General Release
are deemed to be invalid or unenforceable by a court of law, the validity and
enforceability of the remaining provisions of this General Release will not in
any way be affected or impaired thereby. 
In the event that any court having jurisdiction of the parties should
determine that any or the post-employment restrictions set forth in Paragraph 3
of this General Release are overbroad or otherwise invalid in any respect, I
acknowledge and agree that the court so holding shall construe those provision
to cover only that scope, duration or extent of those activities which may
validly and enforceably be restricted, and shall enforce the restrictions as so
construed.  The parties acknowledge that
uncertainty of the law in this respect and expressly stipulate that this
Agreement shall be construed in a manner which renders its provisions valid and
enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.


 


14.                                 No
Assignment.  This General Release is
personal to me and I cannot assign it to any other person or entity.


 


15.                                 Attorneys’
Fees.  I understand that I am
responsible to pay my own costs and attorneys’ fees, if any, that I incurred in
consulting with an attorney about this General Release.


 


16.                                 Entire
Agreement.  This General Release
constitutes the entire agreement between ATK and me regarding the subject
matter included in this document.  I
agree that there are no promises or understandings outside of this General
Release, except with respect to my continuing obligations not to reveal ATK’s
proprietary, confidential, and trade secret information, as well as my
obligations to maintain the confidentiality of secret or top secret
information.  This General Release
supercedes and replaces all prior or contemporaneous discussions, negotiations
or General Releases, whether written or oral, except as set forth herein.  Any modification or addition to this General Release
must be in writing, signed by an officer of ATK and me.


 


17.                                 Eligibility
and Opportunity to Review.


 


(a)                                  All
employees who are eligible to participate in the Executive Severance Plan must
execute a release of claims in order to receive Severance Benefits.


 


(b)                                 I
certify that I am signing this General Release voluntarily and with full
knowledge of its consequences.  I
understand that I have at least twenty-one (21) days from the


 


A-6

















 


date I received this
General Release to consider it, and that I do not have to sign it before the
end of the twenty-one (21) day period.  I
am advised to use this time to consult with an attorney prior to executing this
General Release.


 


(c)                                  I
understand that the offer to accept this General Release remains open for
twenty-one (21) days.  If I have not
signed this General Release within twenty-one (21) days of receiving it, then
this offer expires and ATK will be under no obligation to accept this General
Release or to provide me any Severance Benefits.


 


18.                               Understanding
and Acknowledgement.  I understand all of
the terms of this General Release and have not relied on any oral statements or
explanation by ATK.  I have had adequate
time to consult with legal counsel and to consider whether to sign this sign
this General Release, and I am signing it knowingly and voluntarily. 


 


IN WITNESS WHEREOF,
Employee has executed this General Release by his signature below.


 


	
  Date:

  	
   

  	
   

  	
  [Insert employee
  name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee’s
  Signature

  



 


A-7