Exhibit 10.5


 


ALLIANT TECHSYSTEMS INC.


Defined Contribution Supplemental Executive Retirement Plan


Master Plan Document


 


 


As Amended
and Restated


 


Effective
October 29, 2007


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
  Eligibility

  	
  4

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Eligibility

  	
  4

  
	
  2.2

  	
  Termination
  of a Participant’s Eligibility

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
  Company
  Contribution Amounts; Vesting; Crediting; Taxes

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Company
  Contribution Amount

  	
  4

  
	
  3.2

  	
  Crediting
  of Amounts after Benefit Distribution

  	
  5

  
	
  3.3

  	
  Vesting

  	
  5

  
	
  3.4

  	
  Crediting
  and Debiting of Account Balances

  	
  6

  
	
  3.5

  	
  FICA and
  Other Taxes

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
  Distribution
  of Benefits

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Benefit
  Distribution Date

  	
  7

  
	
  4.2

  	
  Actual
  Payment Date

  	
  7

  
	
  4.3

  	
  Payment
  in Cash

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5

  	
  Beneficiary
  Designation

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Beneficiary

  	
  8

  
	
  5.2

  	
  Beneficiary
  Designation; Change; Spousal Consent

  	
  8

  
	
  5.3

  	
  Receipt

  	
  8

  
	
  5.4

  	
  No
  Beneficiary Designation

  	
  8

  
	
  5.5

  	
  Doubt as
  to Beneficiary

  	
  8

  
	
  5.6

  	
  Discharge
  of Obligations

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6

  	
  Leave of
  Absence

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Paid
  Leave of Absence

  	
  9

  
	
  6.2

  	
  Unpaid
  Leave of Absence

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7

  	
  Termination
  of Plan, Amendment or Modification

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Termination
  of Plan

  	
  9

  
	
  7.2

  	
  Amendment

  	
  10

  
	
  7.3

  	
  Effect
  of Payment

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  8

  	
  Administration

  	
  10

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Committee
  Duties

  	
  10

  
	
  8.2

  	
  Agents

  	
  10

  
	
  8.3

  	
  Binding
  Effect of Decisions

  	
  10

  
	
  8.4

  	
  Indemnity

  	
  10

  
	
  8.5

  	
  Employer
  Information

  	
  11

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  9

  	
  Other
  Benefits and Agreements

  	
  11

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Coordination
  with Other Benefits

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  10

  	
  Trust

  	
  11

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Establishment
  of the Trust

  	
  11

  
	
  10.2

  	
  Interrelationship
  of the Plan and the Trust

  	
  11

  
	
  10.3

  	
  Distributions
  From the Trust

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  11

  	
  Claims
  Procedures

  	
  12

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Presentation
  of Claim

  	
  12

  
	
  11.2

  	
  Notification
  of Decision

  	
  12

  
	
  11.3

  	
  Review
  of a Denied Claim

  	
  12

  
	
  11.4

  	
  Decision
  on Review

  	
  13

  
	
  11.5

  	
  Legal
  Action

  	
  13

  
	
  11.6

  	
  Determinations

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  12

  	
  Miscellaneous

  	
  14

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Status
  of Plan

  	
  14

  
	
  12.2

  	
  Unsecured
  General Creditor

  	
  14

  
	
  12.3

  	
  Employer’s
  Liability

  	
  14

  
	
  12.4

  	
  Nonassignability

  	
  14

  
	
  12.5

  	
  Not a
  Contract of Employment

  	
  14

  
	
  12.6

  	
  Furnishing
  Information

  	
  14

  
	
  12.7

  	
  Terms

  	
  15

  
	
  12.8

  	
  Captions

  	
  15

  
	
  12.9

  	
  Governing
  Law

  	
  15

  
	
  12.10

  	
  Notice

  	
  15

  
	
  12.11

  	
  Successors

  	
  15

  
	
  12.12

  	
  Spouse’s
  Interest

  	
  15

  
	
  12.13

  	
  Validity

  	
  15

  
	
  12.14

  	
  Incompetent

  	
  15

  
	
  12.15

  	
  Deduction
  Limitation on Benefit Payments

  	
  16

  
	
  12.16

  	
  Insurance

  	
  16

  



 


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ALLIANT TECHSYSTEMS INC.


Defined
Contribution Supplemental Executive Retirement Plan


Master Plan
Document


 


ALLIANT
TECHSYSTEMS INC.


DEFINED
CONTRIBUTION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


As Amended and
Restated Effective October 29, 2007


 


Statement
of Plan


 


ALLIANT TECHSYSTEMS INC., a Delaware corporation (hereinafter, the “Company”),
hereby creates a nonqualified, unfunded, deferred compensation plan for the
benefit of a select group of management and highly compensated employees whose
non-elective contributions for a Plan Year under the 401(k) Plan are limited by
section 401(a)(17) of the Code or as a result of the Participant’s deferrals
under the Nonqualified Deferred Compensation Plan.


 


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                                 “Administrator”
shall mean the Company, the Committee, and any person or committee of persons
responsible for performing administrative functions under this Plan.


 


1.3                                 “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
Company Contribution 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.


 


1.4                                 “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 5, that are entitled to receive benefits under
this Plan upon the death of a Participant.


 


1.5                                 “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.


 


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1.6                                 “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 experiences a Termination of Employment, his or her Benefit
Distribution Date shall be the later of (i) the first day of the seventh month
following the month in which the Participant experiences a Termination of
Employment or (ii) the January 31 of the calendar year following the calendar
year in which the Participant experiences a Termination of Employment; or


 


(b)                                 As
soon as administratively practicable after 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.


 


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


 


1.8                                 “Claimant”
shall have the meaning set forth in Section 11.1.


 


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


 


1.10                           “Committee”
shall mean the Personnel and Compensation Committee (also known as the “P&C”)
of the Board of Directors of the Company or any successor committee of the
Board.


 


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


 


1.12                           “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.


 


1.13                           “Company
Contribution Amount” shall mean, for any one Plan Year, the amount determined
in accordance with Section 3.1.


 


1.14                           “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
12.15.


 


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


 


1.16                           “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.


 


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


 


1.18                           “401(k)
NEC” shall mean any non-elective contribution made on behalf of eligible
participants under the 401(k) Plan that is based on age and service points, as
amended from time to time.


 


1.19                           “401(k)
NEC Percentage” shall mean the percentage of Recognized Compensation used for
purposes of determining an eligible participant’s 401(k) NEC (as may be amended
under the 401(k) Plan from time to time) and which is currently one of the
following:


 


2

















 


	
  Points

  	
   

  	
  Percentage

  	
   

  
	
  Less than 40

  	
   

  	
  2.5

  	
  %

  
	
  40 to 59

  	
   

  	
  3.0

  	
  %

  
	
  60 or more

  	
   

  	
  4.0

  	
  %

  



 


1.20                           “401(k)
Plan” shall mean the ALLIANT TECHSYSTEMS INC. 401(k) Plan, as amended from time
to time.


 


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


 


1.22                           “Nonqualified
Deferred Compensation Plan” shall mean the ALLIANT TECHSYSTEMS INC.
Nonqualified Deferred Compensation Plan, as amended from time to time.


 


1.23                           “Participant”
shall mean any Employee who is selected to participate in the Plan.


 


1.24                           “Plan”
shall mean the ALLIANT TECHSYSTEMS INC. Defined Contribution Supplemental
Executive Retirement Plan, which shall be evidenced by this instrument, as it
may be amended from time to time.


 


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


 


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


 


1.27                           “Recognized
Compensation” shall mean, for the period in which such amounts are paid,
Recognized Compensation as defined under the 401(k) Plan (as amended from time
to time); provided, however, that in determining a Participant’s Recognized
Compensation for purposes of this Plan there shall be included:  (i) deferrals under the Nonqualified Deferred
Compensation Plan to the extent that such compensation would have been
recognized as Recognized Compensation under the 401(k) Plan in the Plan Year
that it would have been paid had there been no deferral, and (ii) compensation
that would have been recognized as Recognized Compensation under the 401(k)
Plan for the Plan Year in which paid without regard to the dollar limitation in
effect under section 401(a)(17) of the Code.


 


1.28                           “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.


 


1.29                           “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.


 


1.30                           “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.


 


1.31                           “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 Section 414(b) or (c) of the Code, voluntarily or involuntarily, for any
reason other than death or an authorized leave of absence. Controlled group
membership shall be determined by substituting 


 


3

















 


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


 


1.32                           “Trust”
shall mean one or more trusts established by the Company in accordance with
Article 10.


 


1.33                           “Vesting
Service” shall mean an Employee’s period of “Vesting Service” as determined
under the 401(k) Plan.


 


ARTICLE 2

Eligibility


 


2.1                                 Eligibility.  An employee of the Employer hired or rehired
after December 31, 2006 shall be eligible to receive a credit in accordance
with Section 3 for a Plan Year if:  (i)
such employee is a participant in the 401(k) Plan and such employee’s 401(k)
NEC for the Plan Year is reduced by section 401(a)(17) of the Code; or (ii)
such employee is a participant in the 401(k) Plan and the Nonqualified Deferred
Compensation Plan and such employee’s 401(k) NEC for the Plan Year is reduced
due to the employee’s deferrals under the Nonqualified Deferred Compensation
Plan.


 


2.2                                 Termination of a Participant’s Eligibility.  In the event that a Participant is no longer
eligible to receive credits 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

Company Contribution Amounts; 


Vesting;
Crediting; Taxes


 


3.1                                 Company Contribution Amount.  If a Participant is eligible for a 401(k) NEC
for any Plan Year, a Participant’s Company Contribution Amount for that Plan
Year shall be equal to:


 


(a)                                  a
credit equal to the product of the Participant’s 401(k) NEC Percentage times
the Participant’s Recognized Compensation for the Plan Year, if any, in excess
of the annual compensation limit in effect for such Plan Year under section
401(a)(17) of the Code; and


 


(b)                                 a
credit equal to the product of the Participant’s 401(k) NEC Percentage times
the Recognized Compensation, if any, the Participant deferred under the
Nonqualified Deferred Compensation Plan to the extent that such compensation
would have been recognized as “Recognized Compensation” under the 401(k) Plan
in the Plan Year that it would have been paid had there been no deferral under
the Non-Qualified Deferred Compensation Plan.


 


4

















 


3.2                                 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 the Company
Contribution 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.


 


3.3                                 Vesting. A Participant shall become
vested in his or her Account Balance in accordance with the following schedule:


 


	
  Vesting Service Completed

  	
   

  	
  Vested Percentage

  	
   

  
	
  Less than 3

  	
   

  	
  0

  	
  %

  
	
  3 or more

  	
   

  	
  100

  	
  %

  



 


Notwithstanding the foregoing, all benefits under this Plan shall be
permanently forfeited upon the determination by the PRC (or by the Committee
for Section 16 Officers) that the Participant, either before or after
Termination of Employment:


 


(a)                                  engaged in a criminal
or fraudulent conduct resulting in material harm to the Company or an affiliate
of the Company; or


 


(b)                                 made an unauthorized
disclosure to any competitor of any material confidential information, trade
information or trade secrets of the Company or an affiliate of the Company; or


 


(c)                                  provided Company or
an affiliate of Company with materially false reports concerning his or her
business interests or employment; or


 


(d)                                 made materially false
representations which are relied upon by Company or an affiliate of Company in
furnishing information to an affiliate, partner, stockholders, accountants,
auditor, a stock exchange, the Securities and Exchange Commission or any
regulatory or governmental agency; or


 


(e)                                  maintained an
undisclosed, unauthorized and material conflict of interest in the discharge of
the duties owed by him or her to the Company or an affiliate of the Company; or


 


(f)                                    engaged in conduct
causing a serious violation of state or federal law by Company or an affiliate
of Company; or


 


(g)                                 engaged in theft of
assets or funds of the Company or an affiliate of the Company; or


 


(h)                                 has been convicted of
any crime which directly or indirectly arose out of his her employment
relationship with the Company or an affiliate of the Company or materially
affected his or her ability to discharge the duties of his or her employment
with the Company or an affiliate of the Company; or


 


5

















 


(i)                                     engaged during his
or her employment with an Employer or within two (2) years after termination of
employment with an Employer in any employment with a competitor, or engaged in
any activity in competition with the Company, without the consent of the
Company.


 


3.4                                 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 PRC, 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 PRC, in its sole
discretion, which are based on certain mutual funds or other collective
investment vehicles (the “Measurement Funds”), for the purpose of crediting or
debiting additional amounts to his or her Account Balance. As necessary, the
PRC 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 PRC
gives Participants advance written notice of such change. Notwithstanding the
above, no Measurement Fund shall be based primarily on common stock or other
securities of the Company.


 


(b)                                 Election of Measurement Funds. A
Participant, in connection with his or her initial commencement of
participation in the Plan, shall elect, on the Investment Election Form, one or
more Measurement Fund(s) (as described in Section 3.4(a) above) to be used to
determine the amounts to be credited or debited to his or her Account Balance. If
a Participant does not elect any of the Measurement Funds as described in the
previous sentence, the Participant’s Account Balance shall automatically be
allocated into the Measurement Fund as determined by the PRC from time to time,
in its sole discretion. The Participant may (but is not required to) elect, by
submitting an Investment 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,
or to change the portion of his or her Account Balance 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 3.4(b) above, the Participant shall specify
on the Investment Election Form, in increments of 1%, the percentage of his or
her Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.


 


(d)                                 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.


 


6

















 


(e)                                  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.


 


3.5                                 FICA and Other Taxes.


 


(a)                                  Company Contribution Account. When
a Participant’s Annual Account is credited with a 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 Contribution Amount. If necessary, the Company
may reduce the vested portion of the Participant’s Company Contribution
Account, as applicable, in order to comply with this Section 3.5.


 


(b)                                 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

 Distribution of Benefits 


 


4.1                                 Benefit Distribution Date.  A Participant who dies or experiences a
Termination of Employment shall receive his or her vested Account Balance,
calculated as of the close of business on the Participant’s Benefit
Distribution Date. If the calculation date is not a business day, then such
calculation shall be made on the immediately preceding business day.


 


4.2                                 Actual Payment Date.  The Account Balance shall be paid to the
Participant (or the Participant’s Beneficiary(ies), as applicable) in a lump
sum payment no later than 60 days after the Participant’s Benefit Distribution
Date in the event of a Termination of Employment, and in the event of death, no
later than the later of 90 days after the date of death or the last day of the
calendar year in which death occurs.


 


4.3                                 Payment in Cash.  Payment of a Participant’s Account Balance
shall be made in cash.


 


7

















 


ARTICLE 5


Beneficiary Designation 


 


5.1                                 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.


 


5.2                                 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.


 


5.3                                 Receipt.  No designation or change in designation of a
Beneficiary shall be effective until received in writing by the Company.


 


5.4                                 No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 5.1, 5.2 and 5.3 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.


 


5.5                                 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.


 


5.6                                 Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary (as the Beneficiary is determined by the Senior Vice President of
Human Resources) shall fully and completely discharge the Company, the
Employer, the Committee, the PRC and the Vice President of Human Resources from
all further obligations under this Plan with respect to the Participant.


 


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ARTICLE 6

Leave of Absence


 


6.1                                 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, the Participant shall remain in the Plan until the Participant
becomes eligible for the benefits as provided in Article 4 in accordance with
the provisions of that Article.


 


6.2                                 Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take an unpaid leave of absence from the employment
of the Employer for any reason, the Participant shall remain in the Plan until
the Participant becomes eligible for the benefits as provided in Article 4 in
accordance with the provisions of that Article.


 


ARTICLE 7

Termination of Plan, Amendment or Modification


 


7.1                                 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 1.30). 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
Article 4 in accordance with the provisions of that Article. 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.


 


9

















 


7.2                                 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, the PRC 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 3.4.


 


(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.


 


7.3                                 Effect of Payment.  The full payment of the Participant’s vested
Account Balance under Article 4 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this
Plan.


 


ARTICLE 8

Administration


 


8.1                                 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.


 


8.2                                 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.


 


8.3                                 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.


 


8.4                                 Indemnity.  All Employers shall indemnify and hold
harmless the members of the Committee, the PRC, 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 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.


 


10

















 


8.5                                 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 death or Termination of Employment of its Participants,
and such other pertinent information as the Committee or Administrator may
reasonably require.


 


ARTICLE 9

Other Benefits and Agreements


 


9.1                                 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 10

Trust


 


10.1                           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”).


 


10.2                           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.


 


10.3                           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.


 


11

















 


ARTICLE 11

Claims Procedures


 


11.1                           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.


 


11.2                           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 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. In no event shall such extension exceed a period of 90 days 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 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


 


(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 11.3 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.


 


11.3                           Review of a Denied Claim.  On or before 60 days 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;


 


12

















 


(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.


 


11.4                           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 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. In no event
shall such extension exceed a period of 60 days 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. 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;


 


(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).


 


11.5                           Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 11 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 11 is completed.


 


11.6                           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.


 


13

















 


ARTICLE 12

Miscellaneous


 


12.1                           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.


 


12.2                           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.


 


12.3                           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.


 


12.4                           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.


 


12.5                           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.


 


12.6                           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 


 


14

















 


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


 


12.7                           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.


 


12.8                           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.


 


12.9                           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.


 


12.10                     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.


 


12.11                     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.


 


12.12                     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.


 


12.13                     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.


 


12.14                     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 


 


15

















 


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.


 


12.15                     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 3.4 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.


 


12.16                     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.


 


16