Exhibit 10.2


 


ALLIANT TECHSYSTEMS INC.


DEFERRED FEE PLAN


FOR NON-EMPLOYEE DIRECTORS


(As amended and restated October 30,
2007)


 


1.               Deferral Election:  A non-employee director of Alliant Techsystems Inc. (the “Company”)
electing to participate in this Plan (“Participant”) may defer the entire
amount (the “Deferred Amount”) of one or more of the following:  annual retainer fee; Board meeting fees
(including Committee meeting fees), if applicable; and annual Board committee
chair fee.


 


2.               Timing of Election:  An election to defer fees payable during any calendar year must be
received by the Company by the last business day of the preceding year. An election to defer fees will remain in effect for
all calendar years subsequent to the date of receipt by the Company of such
election to defer. A Participant may change or rescind an election to
defer fees payable during a future calendar year by giving the Company written
notice of such change or rescission by the last business day of the preceding
year. The deferral of fees payable prior to the effective date of any such
change or rescission shall be irrevocable; and any such change or rescission
shall be effective only for calendar years following the receipt by the Company
of such change or rescission. Notwithstanding the foregoing, an election may be
made on or before March 15, 2005 to defer fees for 2005 and subsequent
years that are payable after the date of such election.


 


New directors may participate in the Plan during the year they
become directors by electing, within 30 days after the date they are elected
directors, to defer fees and/or retainers payable for services rendered after
the date of such deferral election.


 


3.               Deferral Options:  A Participant shall have the option of having the Deferred Amount credited
to a cash unit account (“Cash Account”), a share unit account (“Share Account”),
or a combination of the two.


 


4.               Share Accounts:  At the end of each calendar quarter ending on or prior to June 30,
2008, a Participant’s Share Account shall be credited with a number of units (“Share
Units”) equal to (a) the portion of the Deferred Amount for such quarter
designated to be credited to the Participant’s Share Account divided by (b) the
closing sale price of the Company’s Common Stock (“Stock”) as reported on the
New York Stock Exchange Composite Tape (“NYSE”) on the next to the last trading
business day immediately preceding the end of such calendar quarter. Commencing
after June 30, 2008, on the date of the Company’s annual meeting of
stockholders, a Participant’s Share Account shall be credited with a number of
Share Units equal to (a) the portion of the annual Deferred Amount that
would otherwise be payable for the Participant’s upcoming term of service on
the Board divided by (b) the closing sale price of the Company’s Stock as
reported on the NYSE on the date of the Company’s annual meeting of
stockholders.


 


Whenever cash dividends are paid by the Company on outstanding Stock,
there shall be credited to the Share Account additional Share Units equal to (i) the
aggregate dividend that would be payable on outstanding shares of Stock equal
to the number of Share Units in the Share Account on the record date for the
dividend divided by (ii) the closing price of the


 

















 


Stock as reported on the NYSE on the last trading business day
immediately preceding the date of payment of the dividend.


 


The number of Share Units credited to a Share Account shall be adjusted
as appropriate in the event of any changes in the outstanding Stock by reason
of any stock dividend, stock split, recapitalization, merger, consolidation,
combination or exchange of stock or other similar corporate change.


 


5.               Cash Accounts:  At the end of each calendar quarter ending on or prior to June 30, 2008,
a Participant’s Cash Account shall be credited with the portion of the Deferred
Amount for such quarter designated to be credited to the Participant’s Cash
Account. Commencing after June 30, 2008, on the date of the Company’s
annual meeting of stockholders, a Participant’s Cash Account shall be credited
with the portion of the annual Deferred Amount designated to be credited to the
Participant’s Cash Account. A Participant’s Cash Account balance at the
beginning of each calendar quarter shall be credited at the end of such quarter
with interest for the quarter at an annual rate equal to the average of the
Company’s one-year borrowing cost as in effect at the beginning of the quarter
and the end of the quarter, in each case as determined by the Company’s Chief
Financial Officer.


 


6.               No Account Transfers:  A Participant may not transfer or convert a Share Account to a Cash
Account or vice versa.


 


7.               Payment Options:  At the same time an election to defer is made, a Participant shall
irrevocably select from the following options the method by which the portion
of the Share Account/Cash Account balance(s) attributable to such election shall
be paid:


 


A.           One lump sum, payable on the first business day of the calendar year
following the year during which the Participant ceases to be a director of the
Company (the “Valuation Date”), but in no event later than the last day of the
calendar year in which the Valuation Date occurs; or


 


B.             In up to ten annual installments commencing on
the Valuation Date, but in no event later than the last day of the calendar year
in which the Valuation Date occurs. Each annual installment shall be treated as
a separate payment for purposes of Internal Revenue Code Section 409A.


 


All payments made pursuant to
this Plan shall be made in cash. The Share Units credited to a Share Account as
of the Valuation Date shall be converted to cash and credited to a Cash Account
in the following manner:  The amount
credited to the Cash Account upon such conversion shall equal (i) the
number of Share Units credited to the Share Account on the Valuation Date,
multiplied by (ii) the average of the reported closing prices of the Stock
as reported on the NYSE for the twenty consecutive trading business days
immediately preceding the Valuation Date.


 


In the case of installment
payments, the Cash Account shall be credited with interest pursuant to Section 5
above during the period that the installment payments are being made.


 


Notwithstanding the payment
option selected by a Participant:


 

















 


I.                 In no event shall any payment be made with
respect to amounts credited to a Cash Account as a result of the conversion of
Share Units to cash pursuant to this Section 7 until six months after the
date of the Participant’s most recent election to defer a Deferred Amount into
a Share Account; and


 


II.             In no event shall a Participant be entitled to
receive annual installment payments if the amount credited to the Participant’s
Cash Account (including any amounts credited thereto as a result of the
conversion of Share Units to cash pursuant to this Section 7) is less than
$50,000. In such event, the Participant shall receive a lump sum payment on the
Valuation Date.


 


8.               Funding:  This Plan shall be non-funded. A Participant shall be a general
unsecured creditor of the Company with respect to his or her Share Account/Cash
Account balance(s).


 


9.               Administration:  This Plan shall be administered by the Nominating and Governance
Committee of the Board of Directors, or such other committee of directors as may be
designated by the Board, which shall have full power to formulate additional
details and regulations for carrying out this Plan and to make interpretations
of this Plan; provided that such interpretations shall not affect the
obligation of the Company to pay a Participant his or her Share Account/Cash
Account balance(s). Any election for deferral or distribution that is
inconsistent with section 409A of the Internal Revenue Code of 1986, as
amended, with respect to amounts otherwise payable after December 31, 2004
shall not be effective.


 


10.         Beneficiary:  A Participant may designate a beneficiary or beneficiaries to
receive payments due under the Plan in the event of the Participant’s death. Such
designation must be received by the Company prior to the Participant’s death. The
Participant’s Share Account/Cash Account balance(s) shall be paid to the
Participant’s beneficiary or beneficiaries in a lump sum as soon as practicable
after the Participant’s death, but in no event later than the later of the
ninetieth day after the Participant’s death or the last day of the calendar
year in which the Participant’s death occurs. Any Share Units credited to a
Share Account shall be converted to cash and credited to a Cash Account in the
manner described in Section 9 above, in which case the Valuation Date
shall be the date of the Participant’s death. In the absence of an effective
beneficiary designation, the Participant’s Share Account/Cash Account
balance(s) shall be paid to the Participant’s estate.


 

















 


ALLIANT TECHSYSTEMS INC.


DEFERRED FEE PLAN


FOR NON-EMPLOYEE DIRECTORS


 


ELECTION TO DEFER


(See instructions on reverse side)


 


TO:                            Alliant Techsystems Inc.


 


Pursuant to the terms
of the above Plan, I hereby make the following election with respect to fees
payable to me as a director of Alliant Techsystems Inc. during calendar years
after the date hereof:


 


1.               Deferred
Amount:               I hereby elect to
defer the following fees according to the terms of the Plan (check only those
fees to be deferred):


 


	
   

  	
  A.

  	
  o

  	
  annual
  retainer fee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  o

  	
  Board
  meeting fees (including Committee meeting fees), if applicable

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  o

  	
  Committee
  Chair fee

  



 


	
  2.

  	
   

  	
  Type of Account:

  	
   

  	
  I
  hereby elect to have my Deferred Amount allocated between a Share Account and
  Cash Account as Follows:

  



 


	
   

  	
  Share
  Account:

  	
   

  	
   

  	
  %

  
	
   

  	
  Cash
  Account:

  	
   

  	
   

  	
  %

  
	
   

  	
  Total

  	
   

  	
  100

  	
  %

  



 


	
  3.

  	
   

  	
  Payout Methods:

  	
   

  	
  I hereby elect to have the portion of my Share
  Account/Cash Account balance(s) attributable to this election paid out as
  follows:

  



 


 


	
   

  	
  A.

  	
  o

  	
  In
  one lump sum (on the first business day of the year after I cease being a
  director of the Company);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  or

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  o

  	
  In                     annual
  installments (commencing on the first business day of the year after I cease
  being a director of the Company).

  



 


I understand that this election will apply to fees payable
during all future calendar years following receipt of this election by the
Company; but that if I wish to change or rescind this election as to any future
calendar year, I must so advise the Company in writing by the last business day
of the preceding year. I also understand that the deferral of fees payable
prior to the effective date of any such change or rescission shall be irrevocable; and that any such change or
rescission will apply only to fees payable during calendar years following the
receipt by the Company of such change or rescission.


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Signature
  of Non-Employee Director)

  



 

















 


INSTRUCTIONS FOR COMPLETING


ELECTION TO DEFER


 


1.                       Deferred Amount:  You may defer the entire amount of one or more or all of the
following:  installments of your annual
retainer fee; your Board meeting fees (including your committee meeting fees),
if applicable; and your committee chair fee. Place an “x” on the line in front
of each of the above fees you wish to defer.


 


2.                       Type of Account:  You may have your Deferred Amount allocated to a Share Account or a
Cash Account or a combination of the two. However, you may not reallocate
amounts previously deferred between your Share Account and your Cash Account. Please
elect the way you wish your Deferred Amount allocated by filling in the desired
percentages on the blank spaces provided. The percentages inserted must add up
to 100%.


 


3.                       Payout Method:  The Plan requires that, at the time you make an election to defer, you
must also elect a payout method. You may elect from one of two payout methods —


 


A.                   You may elect a lump sum payout on the
first business day of the calendar year following the year during which you
cease to be a director of the Company. If you elect this option, place a check
behind payout method A.


 


B.                     You may elect payout in up to ten annual installments commencing on the first
business day of the calendar year following the year during which you cease to
be a director of the Company. If you elect this option, place a check behind
payout method B and insert in the blank space the number of installments (two
through ten) you wish to receive.


 


IF YOUR
ELECTION TO DEFER IS TO BE EFFECTIVE FOR FEES PAYABLE IN SUBSEQUENT YEARS, IT
MUST BE RECEIVED BY THE COMPANY NOT LATER
THAN DECEMBER 31st.


 


	
  Send your completed election to:

  	
   

  	
  Anne M. Koss

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
  MN01-1080

  
	
   

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
  5050 Lincoln Drive

  
	
   

  	
   

  	
  Edina, MN 55436-1097

  



 

















 


DESIGNATION OF BENEFICIARY


(Please type or print)


 


	
  Name of Director

  	
   

  	
  Marital Status: Single

  	
   

  	
  o

  
	
  Social Security No.

  	
   

  	
  Married

  	
   

  	
  o

  



 


I hereby revoke any
previous designation(s) of beneficiary made by me with respect to amounts
payable by Alliant Techsystems Inc. (the “Company”) under the Company’s
Deferred Fee Plan for Non-Employee Directors in the event of my death; and I
hereby designate the following person(s) or entity to receive, upon my death,
any such amounts:


 


	
  Primary Beneficiary or Beneficiaries:

  
	
   

  
	
  Name:

  	
  Share:
  

  	
  %

  
	
  Relationship:

  	
  Birth
  Date:

  
	
  Address:

  	
   

  	
   

  
	
  SS
  #

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Share:
  

  	
  %

  	
   

  
	
  Relationship:

  	
  Birth
  Date:

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  SS
  #

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Contingent Beneficiary or Beneficiaries (if your Primary
  Beneficiary(ies) all predecease you):

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Share:
  

  	
  %

  	
   

  
	
  Relationship:

  	
  Birth
  Date:

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  SS
  #

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Share:
  

  	
  %

  	
   

  
	
  Relationship:

  	
  Birth
  Date:

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  SS
  #

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Director’s Signature: