Exhibit 10.1


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


As Amended and
Restated Effective January 1, 2005


 

















 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  SECTION 1

  	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Purposes of Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.2.

  	
  History

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.3.

  	
  Adoption of Plan

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  PLAN NAME

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  PARTICIPATING EMPLOYEES

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Participating Employees

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.2.

  	
  Applicable Pension
  Plans

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.3.

  	
  Overriding Exclusion

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  BENEFITS PAYABLE

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Benefit for
  Participating Employees

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1.1.

  	
  Amount of Benefit

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.2.

  	
  Form of Payment

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  4.2.

  	
  Benefit to
  Beneficiaries

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  4.2.1.

  	
  Amount of Benefit

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2.2.

  	
  Form of Payment

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  4.3.

  	
  Payment Subsequent to a
  Change of Control

  	
  10

  
	
   

  	
   

  	
   

  
	
  4.4.

  	
  Special Rule for
  CECP

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.5.

  	
  Vesting

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.6.

  	
  General Distribution
  Rules

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  4.6.1.

  	
  Section 162(m)
  Determination

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6.2.

  	
  Exception for Small
  Benefits

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  FUNDING

  	
  13

  
					



 


i

















 


	
  5.1.

  	
  Funding

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.2.

  	
  Corporate Obligation

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  GENERAL MATTERS

  	
  14

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Amendment and
  Termination

  	
  14

  
	
   

  	
   

  	
   

  
	
  6.2.

  	
  Limited Benefits

  	
  14

  
	
   

  	
   

  	
   

  
	
  6.3.

  	
  Spendthrift Provision

  	
  14

  
	
   

  	
   

  	
   

  
	
  6.4.

  	
  Errors in Computations

  	
  15

  
	
   

  	
   

  	
   

  
	
  6.5.

  	
  Correction of Errors

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 7

  	
  FORFEITURE OF BENEFITS

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 8

  	
  DETERMINATIONS AND
  CLAIMS PROCEDURE

  	
  16

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  Determinations

  	
  16

  
	
   

  	
   

  	
   

  
	
  8.2.

  	
  Claims Procedure

  	
  17

  
	
   

  	
   

  	
   

  
	
   

  	
  8.2.1.

  	
  Original Claim

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2.2.

  	
  Review of Denied Claim

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2.3.

  	
  General Rules

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  8.3.

  	
  Limitations and
  Exhaustion

  	
  18

  
	
   

  	
   

  	
   

  
	
   

  	
  8.3.1.

  	
  Limitations

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3.2.

  	
  Exhaustion Required

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
  PLAN ADMINISTRATION

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  Officers

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.2.

  	
  Chief Executive Officer

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.3.

  	
  PRC

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.4.

  	
  Delegation

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.5.

  	
  Conflict of Interest

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.6.

  	
  Administrator

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.7.

  	
  Service of Process

  	
  20

  
	
   

  	
   

  	
   

  
	
  9.8.

  	
  Expenses

  	
  21

  
	
   

  	
   

  	
   

  
	
  9.9.

  	
  Tax Withholding

  	
  21

  
	
   

  	
   

  	
   

  
	
  9.10.

  	
  Certifications

  	
  21

  
	
   

  	
   

  	
   

  
	
  9.11.

  	
  Rules and
  Regulations

  	
  21

  
					



 


ii

















 


	
  SECTION 10

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Defined Terms

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.2.

  	
  ERISA Status

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.3.

  	
  IRC Status

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.4.

  	
  Effect on Other Plans

  	
  21

  
	
   

  	
   

  	
   

  
	
  10.5.

  	
  Disqualification

  	
  22

  
	
   

  	
   

  	
   

  
	
  10.6.

  	
  Rules of Document
  Construction

  	
  22

  
	
   

  	
   

  	
   

  
	
  10.7.

  	
  References to Laws

  	
  22

  
	
   

  	
   

  	
   

  
	
  10.8.

  	
  Effect on Employment

  	
  22

  
	
   

  	
   

  	
   

  
	
  10.9.

  	
  Choice of Law

  	
  22

  
	
   

  	
   

  	
   

  
	
  APPENDIX A 

  	
  ALLIANT TECHSYSTEMS
  INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  APPENDIX B 

  	
  ALLIANT TECHSYSTEMS
  INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS
  UNDER TAX REFORM ACT OF 1986

  	
  B-1

  
	
   

  	
   

  	
   

  
	
  APPENDIX C 

  	
  ALLIANT TECHSYSTEMS
  INC. DEFERRED COMPENSATION PLAN

  	
  C-1

  
	
   

  	
   

  	
   

  
	
  APPENDIX D 

  	
  CORDANT TECHNOLOGIES
  INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

  	
  D-1

  
	
   

  	
   

  	
   

  
	
  APPENDIX E

  	
  INDIVIDUAL EMPLOYMENT
  AGREEMENTS

  	
  E-1

  
	
   

  	
   

  	
   

  
	
  APPENDIX F

  	
  SPECIAL SERP BENEFIT

  	
  F-1

  
				



 


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ALLIANT TECHSYSTEMS INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


SECTION 1


 


INTRODUCTION


 


1.1.                              Purposes
of Plan. The purposes of the Alliant Techsystems Inc. Supplemental
Executive Retirement Plan are:  (1) to
restore the benefit amounts that would be payable to select participants in
certain tax-qualified defined benefit pension plans sponsored by Alliant
Techsystems Inc. (“Alliant”) as described in Section 3.2 hereof (the “Pension
Plans”) absent the limitations in sections 401(a)(17) and 415 of the Internal
Revenue Code of 1986, as amended (the “Code”) and absent a participant’s
election to voluntarily defer compensation, (2) to pay frozen benefits
under certain frozen plans as described in Appendix B, Appendix C and Appendix
D, and (3) in certain cases, to provide additional benefits pursuant to
employment agreements or other similar agreements between Alliant and employees
who are members of a select group of management or highly compensated employees
as described in Appendices E and F.


 


1.2.                              History.
Alliant has heretofore adopted tax-qualified defined benefit Pension Plans
called:  “ALLIANT TECHSYSTEMS INC. PENSION
AND RETIREMENT PLAN,” “ALLIANT TECHSYSTEMS INC. RETIREMENT INCOME PLAN (GOCO),”
“ALLIANT LAKE CITY RETIREMENT PLAN” and the “THIOKOL PROPULSION PENSION PLAN”
(the “Pension Plans”) for the purpose of providing retirement benefits to
certain of its employees and employees of certain affiliates. The Pension Plans
are subject to the Employee Retirement Income Security Act of 1974, as amended,
(“ERISA”) and are intended to qualify under section 401(a) of the
Code. By operation of section 401(a) of the Code, benefits under the
Pension Plans are restricted so that they do not exceed maximum benefits
allowed under section 415 of the Code. In addition, the maximum amount of
annual compensation which may be taken into account for any plan
participant may not exceed a fixed dollar amount which is established
under section 401(a)(17) of the Code.


 


In 1990, Alliant was spun-off from Honeywell
Inc. and, in connection therewith, established the Alliant Techsystems Inc.
Retirement Plan as a “spin-off” from the Honeywell Inc. Retirement Benefit Plan.
Effective September 28, 1990, for the purpose of paying the benefits
Participating Employees would have been entitled to if Code section 415
and Code section 401(a)(17) limitations were not in effect and, also, to
pay certain employees transferred from Honeywell Inc. benefits already accrued
under the nonqualified plans sponsored by Honeywell Inc., Alliant adopted a
plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY RETIREMENT PLAN (SRP)”
by adoption of a document entitled the “Honeywell Supplementary Retirement Plan
(SRP)”, and a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY
EXECUTIVE RETIREMENT PLAN FOR COMPENSATION IN EXCESS OF $200,000 ($200K SERP)”
by adoption of a document entitled the “Honeywell Supplementary Executive
Retirement Plan for Compensation in Excess of $200,000 ($200K 


 

















 


SERP) (Amended through April 17, 1990)”.
In addition, Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC.
SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS” by adoption of a
document entitled the “Honeywell Supplementary Executive Retirement Plan for
CECP Participants (Amended Through April 17, 1990)” as a frozen plan with
benefits only for certain employees acquired from Honeywell Inc. who were
participants in the Plan while employed by Honeywell Inc. Alliant also adopted
a plan known as the “ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE
RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF
1986” by adoption of a document entitled the “Honeywell Supplementary Executive
Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of
1986” as a frozen plan with benefits only for certain employees acquired from
Honeywell Inc. who were participants in the Plan while employed by Honeywell
Inc.


 


Pursuant to the subsequent acquisition of
certain assets, employees and pension plan assets and obligations from Hercules
Incorporated (the “Hercules Acquisition”), effective March 15, 1995,
Alliant adopted a plan known as the “ALLIANT TECHSYSTEMS INC. AEROSPACE PENSION
RESTORATION PLAN” by adoption of the portion of a document entitled the “Hercules
Employee Pension Restoration Plan Effective October 1, 1990” that provides
benefits based on the Hercules Incorporated Retirement Income Plan and its
successor plans, including the Hercules Incorporated Retirement Income Plan
(Government-Owned, Corporation-Operated) and the Hercules Incorporated Pension
Plan.


 


Alliant also adopted, pursuant to the
Hercules Acquisition, the ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN
(a plan which is memorialized in a document entitled the “Hercules Deferred
Compensation Plan”) as a frozen plan with frozen benefits for certain employees
acquired from Hercules Incorporated.


 


Effective September 1, 1999, Alliant
adopted a nonqualified deferred compensation plan known as the “ALLIANT
TECHSYSTEMS INC. MANAGEMENT DEFERRED COMPENSATION PLAN” which provides that
certain employees can voluntarily defer compensation pursuant to a prior
irrevocable agreement. Effective as of January 1, 2003, Alliant amended
and restated its nonqualified deferred compensation plan by the adoption of a
document entitled “ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION
PLAN.”


 


Pursuant to the acquisition of certain
assets, employees and pension plan assets and obligations from Alcoa, Inc.
(the “Thiokol Acquisition”), Alliant adopted a plan known as the THIOKOL
CORPORATION EXCESS PENSION PLAN (a plan which is memorialized in a document
entitled “Thiokol Corporation Excess Pension Plan (Restated Effective October 1,
1990)”) that provides benefits based on the Thiokol Propulsion Pension Plan for
certain Thiokol Propulsion employees acquired from Alcoa, Inc. The Thiokol
Corporation Excess Pension Plan shall be merged with and into this Alliant
Techsystems Inc. Supplemental Executive Pension Plan effective January 1,
2003.


 


2

















 


Alliant also adopted, pursuant to the Thiokol
Acquisition, the CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN (a plan which is memorialized in a document entitled “CORDANT TECHNOLOGIES
INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective July 22,
1999”), as a frozen plan with frozen benefits for certain employees acquired from
Alcoa, Inc. The Cordant Technologies Inc. Supplemental Executive
Retirement Plan was merged with and into this Alliant Techsystems Inc.
Supplemental Executive Pension Plan effective January 1, 2003.


 


1.3.                              Adoption
of Plan. Effective January 1, 2003, Alliant adopted this document
entitled “ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN” as a
complete amendment and restatement of the Alliant Techsystems Inc.
Supplementary Retirement Plan, the Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for Compensation in Excess of $200,000, the Alliant
Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants,
the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for
Benefits in Excess of Limits under Tax Reform Act of 1986, the Alliant
Techsystems Inc. Aerospace Pension Restoration Plan, the Alliant Techsystems
Inc. Deferred Compensation Plan, the Thiokol Corporation Excess Pension Plan
and the Cordant Technologies Inc. Supplemental Executive Retirement Plan for
employees who retire, die or otherwise terminate employment on or after January 1,
2003.


 


The Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for CECP Participants is attached as Appendix A and
incorporated herein for purposes of paying the benefits due thereunder,
effective January 1, 2003. It applies only to those Participating
Employees who were participants in the Honeywell Inc. CECP Plan and who are
entitled to a “grandfathered” benefit under the Alliant Techsystems Inc. Retirement
Plan.


 


The Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act
of 1986 is attached as Appendix B and incorporated herein for purposes of
paying the benefits due thereunder, effective January 1, 2003. It applies
only to those Participating Employees who were participants in such plan and
who are entitled to a “grandfathered” benefit under Alliant Techsystems Inc.
Retirement Plan.


 


The Alliant Techsystems Inc. Deferred
Compensation Plan is attached as Appendix C and incorporated herein for
purposes of paying frozen benefits for certain employees acquired from Hercules
Incorporated.


 


The Cordant Technologies Supplemental
Executive Retirement Plan is attached as Appendix D and incorporated herein for
purposes of paying any benefit obligations acquired under that plan, which will
be paid hereunder.


 


This Plan is amended and restated effective January 1, 2005 to
comply with section 409A of the Code, to add certain benefits/distribution
options for persons in Schedules 1 and 2, and to provide certain additional
benefits as described in Appendix F.


 


3

















 


SECTION 2


 


PLAN NAME


 


This plan shall be referred to as the ALLIANT
TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the “Plan”).


 


SECTION 3


 


PARTICIPATING EMPLOYEES


 


3.1.                              Participating
Employees. The individuals eligible to participate in and receive benefits
under the Plan (“Participating Employees”) are those employees of Alliant
Techsystems Inc. and its affiliates:


 


(a)                                                          who
are participants in the Alliant Techsystems Inc. Nonqualified Deferred
Compensation Plan or any other nonqualified deferred compensation plan
maintained by Alliant and its affiliates; or


 


(b)                                                         whose
individual employment agreement or other separate written agreement between
Alliant (or an affiliate of Alliant) and such employee specifies that such
employee is eligible to receive benefits under this Plan; or


 


(c)                                                          who
are Participants in one of the Pension Plans (as described in Section 3.2
below) and (i) who are actively employed by Alliant Techsystems Inc. or
its affiliates or on approved leave of absence, and (ii) whose benefits
under the applicable Pension Plan would be greater if computed without regard
to the limits imposed under Code sections 401(a)(17) and 415; or


 


(d)                                                         who
are affirmatively selected for participation in this Plan by the Chief
Executive Officer (“CEO”) of Alliant (or any person authorized to act on behalf
of the CEO by the Board of Directors of Alliant Techsystems Inc. (the “Board of
Directors”) and, for a Section 16 Officer, by the Personnel and
Compensation Committee of the Board of Directors).


 


For purposes of this Plan, a Section 16
Officer is an officer of Alliant (or an affiliate of Alliant) who is subject to
the provisions of Section 16 of the Securities Exchange Act of 1934, as
amended. Notwithstanding anything apparently to the contrary contained in this
Plan, the Plan


 


4

















 


shall be construed and administered to
prevent the duplication of benefits provided under this Plan and any other
qualified or nonqualified plan maintained in whole or in part by Alliant
or any predecessor, successor or affiliate.


 


3.2.                              Applicable
Pension Plans. For purposes of this Plan, the “Pension Plans” are:


 


(a)                                                          Alliant
Techsystems Inc. Pension and Retirement Plan, including the benefit structures
under such plan known as the Alliant Techsystems Inc. Retirement Plan, the
Alliant Techsystems Inc. Aerospace Pension Plan, the ATK SEG Retirement Plan
and the Federal Cartridge Company Pension Plan and the ATK Pension Equity Plan;


 


(b)                                                         Alliant
Techsystems Inc. Retirement Income Plan (GOCO), including the benefit structure
known as the ATK Pension Equity Plan;


 


(c)                                                          Alliant
Lake City Retirement Plan; and


 


(d)                                                         Thiokol
Propulsion Pension Plan, including the benefit structure known as the ATK
Pension Equity Plan.


 


3.3.                              Overriding
Exclusion. Notwithstanding anything apparently to the contrary in this Plan
or in any written communication, summary, resolution or document or oral
communication, no individual shall be a Participating Employee in this Plan,
develop benefits under this Plan or be entitled to receive benefits under this
Plan (either for the employee or his or her survivors) unless such individual
is a member of a select group of management or highly compensated employees (as
that expression is used in ERISA). If a court of competent jurisdiction, any
representative of the U.S. Department of Labor or any other governmental, regulatory
or similar body makes any direct or indirect, formal or informal, determination
that an individual is not a member of a select group of management or highly
compensated employees (as that expression is used in ERISA), such individual
shall not be (and shall not have ever been) a Participating Employee in this
Plan at any time. If any person not so defined has been erroneously treated as
a Participating Employee in this Plan, upon discovery of such error such person’s
erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to
reimburse Alliant for all amounts erroneously paid to him or her.


 


SECTION 4


 


BENEFITS PAYABLE


 


4.1.                              Benefit
for Participating Employees


 


4.1.1.                                             Amount of Benefit. This Plan shall pay to
Participating Employees the excess, if any, of


 


5

















 


(a)                                                          the
amount that would have been payable under the applicable Pension Plan if such
benefit had been determined:


 


(i)                                     without
regard to the benefit limitations under section 415 of the Code, and


 


(ii)                                  without
regard to compensation limitation of section 401(a)(17) of the Code, and


 


(iii)                               by
including in Recognized Compensation, Earnings and Final Average Earnings (as
defined under the applicable Pension Plan) amounts not otherwise included
because they were deferred at the election of the Participating Employee under
the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any
other nonqualified deferred compensation plan at the time or times when they
would have been included but for such election to defer; and


 


(iv)                              as
adjusted pursuant to the terms of any employment agreement or any separate
written agreement between Alliant (or an affiliate of Alliant) and the
Participating Employee; minus


 


(b)                                                         the
amount actually paid from the applicable Pension Plan.


 


Notwithstanding anything to the contrary in
the Plan, if the Participating Employee is a Participant in the Alliant
Techsystems Inc. Pension and Retirement Plan under the benefit structure
formerly known as the ATK SEG Retirement Plan or the Federal Cartridge Company
Pension Plan, any service of such Participating Employee before December 7,
2001, shall be disregarded for benefit accrual purposes in determining any
excess benefit provided under this Plan.


 


Notwithstanding anything to the contrary in
the Plan, this Plan shall pay to Participating Employees identified on Schedule 1
attached to the Plan who terminate employment at or after age 55 the greater of
(i) the amount determined under this Section 4.1.1 or (ii) the
amount determined under this Section 4.1.1 as if the applicable Pension
Plan were the benefit structure known as the Alliant Techsystems Inc. Pension
Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan.


 


4.1.2.                                             Form of Payment.


 


(a)                                                          Except
as otherwise provided in this Section 4.1.2, for any Participating
Employee who terminates employment and receives or begins to receive benefits
under the applicable Pension Plan on or before December 31, 2006, the
benefit under this Plan (minus any withholding and payroll taxes


 


6

















 


which must be deducted therefrom) shall be
paid to the Participating Employee in the same manner, at the same time, for
the same duration and in the same form as if such benefit has been paid
directly from the applicable Pension Plan. All elections and optional forms of
settlement in effect and all other rules governing the payment of benefits
under the applicable Pension Plan shall, to the extent practicable, be given
effect under this Plan so that the Participating Employee will receive from a
combination of the applicable Pension Plan and this Plan the same benefit
(minus the withholding, payroll and other taxes which must be deducted therefrom)
which would have been received under the applicable Pension Plan if this Plan
benefit had been paid from the applicable Pension Plan.


 


(b)                                                         The
provisions of subsection (a) of this Section 4.1.2 shall apply
to any Participating Employee who terminated employment before January 1,
2005 and accrued no benefit under this Plan after December 31, 2004, but
who does not receive or begin to receive benefits under the applicable Pension
Plan on or before December 31, 2006.


 


(c)                                                          Each
Participating Employee identified on Schedule 2 attached to this Plan
shall be permitted to elect on or before December 31, 2005 to receive
benefits under this Plan in the form of a lump sum or any other form of
payment available under the applicable Pension Plan. Lump sum payments shall be
calculated as of the first day of the month following termination of
employment, using the interest rate and mortality table described in section 417(e) of
the Code, as in effect under the Pension Plan on the first day of the month
following termination of employment. Such payment shall be or begin to be made
on the first day of the seventh month following the month in which the
Participating Employee terminates employment if the Participating Employee is a
“key employee,” within the meaning of section 416(i) of the Code
(disregarding section 416(i)(5)), or on the first day of the first month
following termination of employment if the Participating Employee is not such a
“key employee.” Lump sum payments to “key employees” shall be credited with simple
interest from the first day of the month following termination of employment to
the date of payment at the interest rate described in section 417(e) of
the Code, as in effect under the Pension Plan on the first day of the month
following termination of employment. In the case of payments in a form other
than a lump sum, the first such payment to a Participating Employee who is a “key
employee” shall include the amounts of the monthly payments for the preceding
six months. If a Participating Employee identified in Schedule 2 elects a
joint and survivor annuity, and the Participating Employee’s joint annuitant
dies before payments begin, amounts


 


7

















 


otherwise
payable as a joint and survivor annuity shall be paid in the form of a
single life annuity.


 


(d)                                                         Each
Participating Employee not described in subsections (a), (b) or (c) of
this Section 4.1.2, who terminates employment on or before December 31,
2006, shall receive payment of benefits under this Plan in the form of a
lump sum on the later of (i) the earliest date after January 1, 2007
on which payment is administratively practicable, or (ii) the first day of
the seventh month following termination of employment. Lump sum payments shall
be calculated as of January 1, 2007, using the mortality table described
in section 417(e) of the Code and an interest rate that is the
greater of 6% or the rate described in section 417(e) of the Code, as
in effect under the Pension Plan on that date. Lump sum payments made after January 31,
2007 shall be credited with simple interest for the period from January 1,
2007 until the date of payment at a rate equal to the greater of 6% or the rate
described in section 417(e) of the Code, as in effect under the
Pension Plan on January 1, 2007.


 


(e)                                                          Each
Participating Employee not described in subsections (a), (b), (c), or (d) of
this Section 4.1.2 shall receive payment of benefits under this Plan in
the form of a lump sum on the later of (i) the first day of the
seventh month following the month in which the Participating Employee
terminates employment or (ii) January 31 of the calendar year
following the calendar year in which the Participating Employee terminates
employment. All lump sum amounts paid under this Subsection (e) shall
be determined as of the date of termination of employment, based on the
mortality table described in section 417(e) of the Code and an
interest rate that is the greater of 6% or the interest rate described in section 417(e) of
the Code (as in effect under the Pension Plan on the first day of the month
following termination of employment), except that lump sums for Participating
Employees covered by the benefit structures known as (A) the Alliant
Techsystems Inc. Retirement Plan or the Alliant Techsystems Inc. Pension Equity
Plan under the Alliant Techsystems Inc. Pension and Retirement Plan, (B) the
Thiokol Pension Equity Plan under the Thiokol Propulsion Pension Plan, or (C) the
Alliant Techsystems Pension Equity Plan under the Alliant Techysystems Inc. Retirement
Income Plan (GOCO), shall be their Account Balances (as that term is defined
under those benefit structures, respectively). Simple interest will be credited
for the period from the first day of the month following termination of
employment until the date of payment, at a rate equal to the greater of 6% or
the rate described in section 417(e) of the Code, as in effect under
the Pension Plan on the first day of the month following termination of
employment.


 


8

















 


4.2.                              Benefit
to Beneficiaries.


 


4.2.1.                                             Amount of Benefit. Unless the Participating
Employee (i) is identified on Schedule 2 attached to this Plan and
has received or begun to receive his or her benefits under this Plan prior to
death, or (ii) has received a lump sum under Section 4.1 hereof,
there shall be paid under this Plan to the surviving spouse or other joint or
contingent annuitant or beneficiary the excess, if any, of


 


(a)                                                          the
amount which would have been payable under the applicable Pension Plan if such
benefit had been determined:


 


(i)                                     without
regard to the benefit limitations of section 415 of the Code, and


 


(ii)                                  without
regard to compensation limitation of section 401(a)(17) of the Code, and


 


(iii)                               by
including in Recognized Compensation, Earnings and Final Average Earnings (as
defined under the applicable Pension Plan) amounts not otherwise included
because they were deferred at the election of the Participating Employee under
the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any
other nonqualified deferred compensation plan at the time or times when they
would have been included but for such election to defer; and


 


(iv)                              as
adjusted pursuant to the terms of any employment agreement or any separate
written agreement between Alliant and the Participating Employee; minus


 


(b)                                                         the
amount actually paid from the applicable Pension Plan.


 


4.2.2.                                             Form of Payment. Except as may be
specifically provided in this Plan, this benefit (minus any withholding and
payroll taxes which must be deducted therefrom) shall be paid to such person in
the same manner, at the same time, for the same duration and in the same form as
if such benefit has been paid directly from the applicable Pension Plan. All
elections and optional forms of settlement in effect and all other rules governing
the payment of benefits under the applicable Pension Plan shall, to the extent
practicable, be given effect under this Plan so that such person will receive
from a combination of the applicable Pension Plan and this Plan the same
benefit (minus the withholding, payroll and other taxes which must be deducted
therefrom) if this Plan benefit had been paid from the applicable Pension Plan.
Notwithstanding the foregoing provisions of this Section 4.2.2, in the
event of the death of any Participating Employee who (i) is not described
in subsections (a), (b), or (c) of Section 4.1.2 or (ii) is
described in subsection (c) of Section 4.1.2 but dies before
payment under this Plan has


 


9

















 


been made or begun, payment of
any benefits under this Section 4.2 shall be made in a lump sum,
determined in accordance with Section 4.1.2(d) or (e), as applicable,
as soon as administratively practicable after the Participating Employee’s death.


 


4.3.                              Payment
Subsequent to a Change of Control. Notwithstanding any Plan provision to
the contrary, if subsequent to a Change of Control (as defined in the
applicable Pension Plan), a Participating Employee’s termination of employment
is a Qualifying Termination (as defined below), the present value of the
benefits payable pursuant to Section 4.1 utilizing the actuarial
assumptions, factors and methods in effect for the applicable Pension Plan for
funding purposes immediately prior to the Change of Control shall be paid as a
lump sum cash payment to the Participating Employee, determined in accordance
with Section 4.1.2(e), on the later of (i) the first day of the
seventh month following the month in which employment terminates or (ii) January 31
of the calendar year following the calendar year in which employment
terminates.


 


For purposes of this Section 4.3, a “Qualifying
Termination” means the occurrence of one of the following events within three (3) years
after the Change of Control and on or before December 31, 2006:


 


(a)                                                          a
termination of employment of a Participating Employee for any reason other than
Cause (as defined below), retirement or Disability (as defined by the
applicable Pension Plan); or


 


(b)                                                         the
voluntary termination of a Participating Employee for one or more of the
following reasons:


 


(i)                                     Salary
reduction below rates in effect immediately prior to the Change of Control;


 


(ii)                                  Bonus
reduction below the greater of target as in effect immediately prior to the
Change of Control or the average of the past three (3) years;


 


(iii)                               Long-term
incentive opportunity reduction, below the economic value of all annual awards
granted under the policies in effect prior the Change of Control;


 


(iv)                              Welfare
benefits or retirement program reduction, unless the program applies to all
exempt employees and is terminated by Alliant in its entirety or a materially
comparable substitute plan is made available;


 


(v)                                 Change
in work location of 50 miles or greater, unless consented to by the
Participating Employee or permitted by an employment agreement;


 


10

















 


(vi)                              Reduction
in title or responsibilities; or


 


(vii)                           Failure
by Alliant to obtain the assumption of the Plan from a successor;


 


provided; however, such termination shall not be deemed a Qualifying
Termination unless Alliant receives written notice from the Participating
Employee within 60 days after the occurrence of such events and Alliant does
not cure the stated reason within 30 days.


 


(c)                                                          Termination
by Alliant within one year after a Change Event if it can be demonstrated that
the termination was at the request of a third party that had entered into
negotiations or an agreement with Alliant with respect to a subsequent Change
of Control or was otherwise in connection with such Change of Control. For
purposes of this Section 4.3, a “Change Event” is determined to occur upon
one or more of the following events:


 


(i)                                     acquisition
by an individual, entity or group of 15% or more of Alliant’s stock (excluding
a sale or issuance by Alliant or where the acquisition is made from five or
fewer shareholders in a transaction approved in advance by the Board of
Directors).


 


(ii)                                  the
public announcement of the intention to acquire Alliant through a tender offer,
exchange offer or other unsolicited proposal.


 


Termination due to retirement, death or
Disability does not constitute a Qualifying Termination.


 


For purposes of this Section 4.3, “Cause”
is defined as:


 


(a)                                                          Conviction
of a felony or guilty or nolo contendere plea in connection therewith)
involving a sentence of incarceration of at least three (3) months,
provided such felony relates to Alliant’s business or activities engaged in
while on Alliant’s premises or in connection with Alliant’s business; or


 


(b)                                                         Board
determination of a material breach of duties and responsibilities, subject to a
thirty-day cure period.


 


4.4.                              Special
Rule for CECP. This Plan shall pay to Participating Employees who are
also entitled to benefits under the Alliant Techsystems Inc. Supplementary Executive
Retirement Plan for CECP Participants (see Appendix A) the excess, if any, of:


 


11

















 


(i)                                     the
amount that would have been payable under the applicable Pension Plan if such
benefit had been determined without regard to the benefit limitations under section 415
of the Code and without regard to compensation limitation of section 401(a)(17)
of the Code plus, if applicable, the amount that would have been payable if the
amount of any deferred incentive award in the year in which the award would
otherwise have been paid by the Honeywell Inc. Corporate Executive Compensation
Plan would have been included under the definition of “Earnings” for purposes
of arriving at “Final Average Earnings,” over


 


(ii)                                  the
amount actually paid from the applicable Pension Plan after taking into account
the benefit limitations under section 415 of the Code and the compensation
limitation of section 401(a)(17) of the Code plus, if applicable, the
amount actually paid from the Honeywell Inc. Corporate Executive Compensation
Plan for CECP Participants (Appendix A).


 


This benefit (minus any withholding and
payroll taxes which must be deducted therefrom) shall be paid to the
Participating Employee in the same manner, at the same time, for the same
duration and in the same form as if such benefit has been paid directly
from the applicable Pension Plan. All elections and optional forms of
settlement in effect and all other rules governing the payment of benefits
under the applicable Pension Plan shall, to the extent practicable, be given
effect under this Plan so that the Participating Employee will receive from a
combination of the applicable Pension Plan and this Plan the same benefit
(minus the withholding, payroll and other taxes which must be deducted
therefrom) which would have been received under the applicable Pension Plan if
the limitation on benefits under section 415 of the Code, the compensation
limitation of section 401(a)(17) of the Code and the exclusion from the
definition of “Earnings” of the amount of any deferred incentive award had not
been in effect.


 


4.5.                              Vesting. The benefit of a Participating
Employee under this Plan shall vest when the applicable Pension Plan vests,
including any full (100%) vesting due to a Change in Control (as defined under
the applicable Pension Plan), or, if earlier, pursuant to the terms of any
employment agreement or separate written agreement between Alliant (or an
affiliate of Alliant) and the Participating Employee.


 


4.6.                              General Distribution Rules.


 


4.6.1.                                             Section 162(m) Determination. If a
Participating Employee will receive a lump sum under the Plan pursuant to Section 4.1
or Section 4.3 and if the PRC (or, for any Section 16 Officer, the
Board of Directors) determines that delaying the time such payment is made
would increase the probability that such payment would be fully deductible for
federal or state income tax purposes, Alliant may unilaterally delay the
time of the making of such payment


 


12

















 


or any portion of such payment
until the earliest date at which Alliant reasonably anticipates that the
payment will be fully deductible, but not later than twenty-four (24) months
after the date such payment would otherwise be payable.


 


4.6.2.                                             Exception for Small Benefits. Notwithstanding
any other provision of this Plan to the contrary, Alliant shall pay any benefit
which is payable under this Plan to a Participating Employee or a Beneficiary
in a lump sum payment if the present value of the benefit (as determined under
the actuarial factors for the applicable Pension Plan for such Participating
Employee or Beneficiary) is $50,000 or less, and the Participating Employee or
Beneficiary either has accrued a benefit under this Plan after December 31,
2004 or is not receiving benefit payments under this Plan on or before December 31,
2005. In the case of any Participating Employee or Beneficiary who accrued no
benefit under this Plan after December 31, 2004 and is receiving benefit
payments under this Plan on or before December 31, 2005, Alliant, in its
discretion, may pay any remaining benefit which is payable under this Plan
in a lump sum payment if the present value of the benefit (as determined under
the actuarial factors for the applicable Pension Plan for such Participating
Employee or Beneficiary) is $50,000 or less.


 


SECTION 5


 


FUNDING


 


5.1.                              Funding.
Alliant shall be responsible for paying all benefits due hereunder. Until all
payments due under Section 4 are paid in full and for the purpose of facilitating
the payment of benefits due under those Sections, Alliant may (but shall
not be required to) establish and maintain a grantor trust pursuant to an
agreement between Alliant and a trustee selected by Alliant; provided, however,
that any such grantor trust must be structured so that it does not result in
any federal income tax consequences to any Participating Employee until such
employee actually receives payments due under Section 4. Alliant may contribute
to a grantor trust thereby created such amounts as it may from time to
time determine.


 


5.2.                              Corporate
Obligation. Neither Alliant’s officers nor any member of its Board of
Directors nor any member of the PRC in any way secures or guarantees the
payment of any benefit or amount which may become due and payable
hereunder to or with respect to any Participating Employee. Each Participating
Employee and other person entitled at any time to payments hereunder shall look
solely to the assets of Alliant for such payments as an unsecured, general
creditor. After benefits shall have been paid to or with respect to a
Participating Employee and such payment purports to cover in full the benefit
hereunder, such former Participating Employee or other person or persons, as
the case may be, shall have no further right or interest in the other
assets of Alliant in connection with this Plan. Neither Alliant nor any of its
officers nor any member of its Boards of Directors nor any member of the PRC
shall be under


 


13

















 


any liability or responsibility for failure
to effect any of the objectives or purposes of the Plan by reason of the
insolvency of Alliant.


 


SECTION 6


 


GENERAL MATTERS


 


6.1.                              Amendment
and Termination. Alliant reserves the power to amend or terminate this Plan
either prospectively or retroactively or both:


 


(a)                                                          in
any respect by resolution of the Board of Directors of Alliant; or


 


(b)                                                         in
any respect by action of the Personnel and Compensation Committee of the Board
of Directors of Alliant (or any successor committee); or


 


(b)                                                         in
any respect by action of any other committee or person determined by the Board
of Directors of Alliant;


 


at any time and for any reason deemed
sufficient by it without notice to any person affected by this Plan and may likewise
terminate or curtail the benefits of this Plan both with regard to persons
expecting to receive benefits in the future and persons already receiving
benefits at the time of such action; provided, however, that Alliant may not
amend or terminate the Plan with respect to benefits that have accrued and are
vested pursuant to Section 4.3, the applicable Pension Plan or an
individual agreement between Alliant and the Participating Employee. No
modification of the terms of this Plan shall be effective unless it is in
writing and signed on behalf of Alliant by a person authorized to execute such
writing. No oral representation concerning the interpretation or effect of this
Plan shall be effective to amend the Plan.


 


6.2.                              Limited
Benefits. This Plan shall not provide any benefits with respect to any
defined contribution plan.


 


6.3.                              Spendthrift
Provision. No Participating Employee, surviving spouse, joint or contingent
annuitant or beneficiary shall have the power to transmit, assign, alienate,
dispose of, pledge or encumber any benefit payable under this Plan before its
actual payment to such person. The PRC shall not recognize any such effort to
convey any interest under this Plan. No benefit payable under this Plan shall
be subject to attachment, garnishment, execution following judgment or other
legal process before actual payment to such person.


 


6.4.                              Errors
in Computations. Alliant shall not be liable or responsible for any error
in the computation of any benefit payable to or with respect to any
Participating Employee resulting from any misstatement of fact made by the
Participating Employee or by or on behalf of any survivor to whom such benefit
shall be payable, directly or indirectly, to Alliant, and used by Alliant in
determining the benefit. Alliant shall not be obligated or required to increase
the


 


14

















 


benefit payable to or with respect to such
Participating Employee which, on discovery of the misstatement, is found to be
understated as a result of such misstatement of the Participating Employee. However,
the benefit of any Participating Employee which is overstated by reason of any
such misstatement or any other reason shall be reduced to the amount
appropriate in view of the truth (and to recover any prior overpayment).


 


6.5.                              Correction
of Errors. If any Participating Employee in any written statement required
under the Plan document shall misstate such Participating Employee’s age or the
age of any person upon whose survival the payment of any benefit in respect of
such Participating Employee is contingent or any other fact the misstatement of
which would affect the amount of a benefit payable hereunder, the accrual of
benefits in respect of such Participating Employee shall not be invalidated,
but the amount of the benefit to be available with respect to such
Participating Employee will be adjusted retroactively to the amount which would
have been payable if such fact or facts had not been misstated. It is
recognized that errors may occur during the administration of the Plan
which may result in incorrect statement or payment of benefits. If an
administrative error occurs, the amount of benefits available to such
Participating Employee shall be the correct amount determined under the Plan
document and future benefits to such Participating Employee shall be adjusted
to reflect any prior mistakes under rules adopted by Alliant. If no
further benefits are payable under the Plan, Alliant will take whatever steps
it determines are reasonable to collect such overpayments on behalf of the Plan.
In no event will the Plan be liable to pay any greater benefit in respect of
any Participating Employee than that which would have been payable on the basis
of the truth and the provisions of this Plan document.


 


SECTION 7


 


FORFEITURE OF BENEFITS


 


All unpaid benefits under this Plan shall be
permanently forfeited upon the determination by Alliant that the Participating
Employee, either before or after termination of employment:


 


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


 


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


 


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


 


15

















 


(d)                                                         made
materially false representations which are relied upon by Alliant or an affiliate
of Alliant in furnishing information to an affiliate, partner, shareholders,
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 Alliant or an affiliate of Alliant; or


 


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


 


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


 


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


 


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


 


SECTION 8


 


DETERMINATIONS AND CLAIMS PROCEDURE


 


8.1.                              Determinations.
The Personnel and Compensation Committee of Alliant Techsystems Inc.’s Board of
Directors (the “Committee”) and the ATK Pension and Retirement Committee (“PRC”)
shall make such determinations as may be required from time to time in the
administration of the Plan. The Committee and the PRC shall have the final and
conclusive discretionary authority and responsibility to interpret and construe
the Plan and to determine all factual and legal questions under the Plan,
including but not limited to the entitlement of Participating Employees and
Beneficiaries, and the amounts of their respective interests. Each interested
party may act and rely upon all information reported to them hereunder and
need not inquire into the accuracy thereof, nor be charged with any notice to
the contrary.


 


8.2.                              Claims
Procedure. Until modified by the Committee, the claims procedure set forth
in this Section 8 shall be the mandatory claims and review procedure for
the resolution of disputes and disposition of claims filed under the Plan.


 


16

















 


8.2.1.                                             Original Claim. Any person may, if he or
she so desires, file with the PRC (or in the case of a Section 16 officer,
the Committee) a written claim for benefits under this Plan. Within ninety (90)
days after the filing of such a claim, the PRC (or the Committee for a Section 16
officer) shall notify the claimant in writing whether the claim is upheld or
denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred eighty (180) days from the date
the claim was filed) to reach a decision on the claim. If the claim is denied
in whole or in part, the PRC (or the Committee for a Section 16 officer)
shall state in writing:


 


(a)                                                          the
specific reasons for the denial;


 


(b)                                                         the
specific references to the pertinent provisions of the Plan on which the denial
is based;


 


(c)                                                          a
description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and


 


(d)                                                         an
explanation of the claims review procedure set forth in this section.


 


8.2.2.                                             Review of Denied Claim. Within sixty (60)
days after receipt of notice that the claim has been denied in whole or in
part, the claimant may file with the Committee a written request for a
review and may, in conjunction therewith, submit written issues and comments. Within
sixty (60) days after the filing of such a request for review, the Committee
shall notify the claimant in writing whether, upon review, the claim was upheld
or denied in whole or in part or shall furnish the claimant a written
notice describing specific special circumstances requiring a specified amount
of additional time (but not more than one hundred twenty (120) days from the
date the request for review was filed) to reach a decision on the request for
review.


 


8.2.3.                                             General Rules.


 


(a)                                                          No
inquiry or question shall be deemed to be a claim or a request for a review of
a denied claim unless made in accordance with the claims procedure. The PRC may require
that any claim for benefits and any request for a review of a denied claim be
filed on forms to be furnished by the PRC upon request.


 


(b)                                                         All
decisions on original claims shall be made by the PRC (or the Committee for a Section 16
officer) and all decisions on requests for a review of denied claims shall be
made by the Committee.


 


17

















 


(c)                                                          the
PRC and the Committee may, in their discretion, hold one or more hearings on a
claim or a request for a review of a denied claim.


 


(d)                                                         A
claimant may be represented by a lawyer or other representative (at the
claimant’s own expense), but the PRC and the Committee reserves the right to
require the claimant to furnish written authorization. A claimant’s
representative shall be entitled, upon request, to copies of all notices given
to the claimant.


 


(e)                                                          The
decision of the PRC (or the Committee for a Section 16 officer) on a claim
and a decision of the Committee on a request for a review of a denied claim
shall be served on the claimant in writing. If a decision or notice is not
received by a claimant within the time specified, the claim or request for a
review of a denied claim shall be deemed to have been denied.


 


(f)                                                            Prior
to filing a claim or a request for a review of a denied claim, the claimant or
his or her representative shall have a reasonable opportunity to review a copy
of the Plan and all other pertinent documents in the possession of the PRC and
the Committee.


 


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


 


8.3.                              Limitations and Exhaustion.


 


8.3.1.                                             Limitations. No claim shall be considered
under these administrative procedures unless it is filed with the PRC (or the
Committee for a Section 16 officer) within one (1) year after the
claimant knew (or reasonably should have known) of the principal facts on which
the claim is based. Every untimely claim shall be denied by the PRC (or the
Committee for a Section 16 officer) without regard to the merits of the
claim. No legal action (whether arising under section 502 or section 510
of ERISA or under any other statute or non-statutory law) may be brought
by any claimant on any matter pertaining to this Plan unless the legal action
is commenced in the proper forum before the earlier of:


 


(a)                                                          two
(2) years after the claimant knew (or reasonably should have known) of the
principal facts on which the claim is based, or


 


(b)                                                         ninety
(90) days after the claimant has exhausted these administrative procedures.


 


Knowledge of all facts that a Participating
Employee knew (or reasonably should have known) shall be imputed to each
claimant who is or claims to be a Beneficiary of the Participating


 


18

















 


Employee (or otherwise claims to derive an
entitlement by reference to a Participating Employee) for the purpose of
applying the one (1) year and two (2) year periods.


 


8.3.2.                                             Exhaustion Required. The exhaustion of
these administrative procedures is mandatory for resolving every claim and
dispute arising under this Plan. As to such claims and disputes:


 


(a)                                                          no
claimant shall be permitted to commence any legal action relating to any such
claim or dispute (whether arising under section 502 or section 510 of
ERISA or under any other statute or non-statutory law) unless a timely claim
has been filed under these administrative procedures and these administrative
procedures have been exhausted; and


 


(b)                                                         in
any such legal action all explicit and implicit determinations by the PRC and
the Committee (including, but not limited to, determinations as to whether the
claim was timely filed) shall be afforded the maximum deference permitted by
law.


 


SECTION 9


 


PLAN ADMINISTRATION


 


9.1.                              Except
as otherwise provided herein, functions generally assigned to Alliant shall be
discharged by the Committee or delegated and allocated as provided herein.


 


9.2.                              Senior Vice President of Human Resources. The
most senior executive responsible for the human resources function (“Senior
Vice President of Human Resources”) shall:


 


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


 


(b)                                                         determine
from the records of Alliant the compensation, status and other facts regarding
Participating Employees and other employees;


 


(c)                                                          prescribe
forms to be used for distributions, notifications, etc., as may be
required in the administration of the Plan;


 


(d)                                                         set
up such rules, applicable to all Participating Employees similarly situated, as
are deemed necessary to carry out the terms of this Plan;


 


19

















 


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


 


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


 


(g)                                                         delegate
or redelegate to one or more persons, jointly or severally, such functions
assigned to the Senior Vice President of Human Resources hereunder as it may from
time to time deem advisable.


 


9.3.                              PRC. If
there shall at any time be three (3) or more members of the PRC serving
hereunder who are qualified to perform a particular act, the same may be
performed, on behalf of all, by a majority of those qualified, with or without
the concurrence of the minority. No person who failed to join or concur in such
act shall be held liable for the consequences thereof, except to the extent
that liability is imposed under ERISA.


 


9.4.                              Delegation.
The Committee and the members of the Committee and PRC shall not be liable for
an act or omission of another person with regard to a responsibility that has
been allocated to or delegated to such other person pursuant to the terms of
the Plan or pursuant to procedures set forth in the Plan Statement.


 


9.5.                              Conflict
of Interest. If any individual to whom authority has been delegated or
redelegated hereunder shall also be a Participating Employee in this Plan, such
Participating Employee shall have no authority with respect to any matter
specially affecting such Participating Employee’s individual rights hereunder
or the interest of a person superior to him or her in the organization (as
distinguished from the rights of all Participating Employees and Beneficiaries
or a broad class of Participating Employees and Beneficiaries), all such
authority being reserved exclusively to other individuals as the case may be,
to the exclusion of such Participating Employee, and such Participating
Employee shall act only in such Participating Employee’s individual capacity in
connection with any such matter.


 


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


 


9.7.                              Service of Process. In the absence of any
designation to the contrary by the PRC, the General Counsel of Alliant is
designated as the appropriate and exclusive agent for the receipt of process
directed to this Plan in any legal proceeding, including arbitration, involving
this Plan.


 


9.8.                              Expenses.
All expenses of administering this Plan shall be borne by Alliant.


 


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


 


20

















 


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


 


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


 


SECTION 10


 


CONSTRUCTION


 


10.1.                        Defined
Terms. Words and phrases used in this Plan with initial capital letters,
which are defined in the applicable Pension Plans’ documents and which are not
separately defined in this Plan shall have the same meaning ascribed to them in
the applicable Pension Plans’ documents unless in the context in which they are
used it would be clearly inappropriate to do so.


 


10.2.                        ERISA
Status. This Plan is maintained with the understanding that it is a
nonqualified deferred compensation plan for the benefit of a select group of
management or highly compensated employees within the meaning of section 201(2),
section 301(3) and section 401(a)(1) of ERISA. Each
provision shall be interpreted and administered accordingly. If any
individually contracted supplemental retirement arrangement with any Section 16
Officer is deemed to be covered by ERISA, such arrangement shall be included in
the Plan but only to the extent that such inclusion is necessary to comply with
ERISA.


 


10.3.                        IRC Status.
This Plan is intended to be a nonqualified deferred compensation arrangement. The
rules of section 401(a) et.
seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and
section 3306(r)(2) of the Code shall apply to this Plan.


 


10.4.                        Effect on
Other Plans. This Plan shall not alter, enlarge or diminish any person’s
employment rights or obligations or rights or obligations under the Pension
Plans or any other plan. It is specifically contemplated that the Pension Plans
will, from time to time, be amended and possibly terminated. All such
amendments and termination shall be given effect under this Plan (it being
expressly intended that this Plan shall not lock in the benefit structures of
the Pension Plans as they exist at the adoption of this Plan or upon the
commencement of participation, or commencement of benefits by any Participating
Employee).


 


10.5.                        Disqualification.
Notwithstanding any other provision of this Plan or any election or designation
made under the Plan, any individual who feloniously and intentionally kills a
Participating Employee shall be deemed for all purposes of this Plan and all
elections and designations made under this Plan to have died before such
Participating Employee. A final judgment of conviction of felonious and
intentional killing is conclusive for this purpose. In the


 


21

















 


absence of a conviction of felonious and
intentional killing, the PRC shall determine whether the killing was felonious
and intentional for this purpose.


 


10.6.                        Rules of
Document Construction. Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and the
words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here”
shall mean and refer to the entire Plan and not to any particular paragraph or Section of
this Plan unless the context clearly indicates to the contrary. The titles
given to the various Sections of this Plan are inserted for convenience of
reference only and are not part of this Plan, and they shall not be
considered in determining the purpose, meaning or intent of any provision
hereof.


 


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


 


10.8.                        Effect on
Employment. Neither the terms of this Plan nor the benefits hereunder nor
the continuance thereof shall be a term of the employment of any employee. Except
as provided in Section 6.1, Alliant shall not be obliged to continue the
Plan. The terms of this Plan shall not give any employee the right to be
retained in the employment of any Employer.


 


10.9.                        Choice of
Law. This instrument has been executed and delivered in the State of
Minnesota and has been drawn in conformity to the laws of that State and shall,
except to the extent that federal law is controlling, be construed and enforced
in accordance with the laws of the State of Minnesota.


 


22

















 


APPENDIX A


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN

FOR CECP PARTICIPANTS


 


ARTICLE I


 


DEFINITIONS


 


1.1.                              Act.
The Employee Retirement Income Security Act of 1974, as from time to time
amended.


 


1.2.                              Base
Plan. The Alliant Techsystems Inc. Retirement Plan, as from time to time
amended.


 


1.3.                              Code.
The Internal Revenue Code of 1986, as from time to time amended.


 


1.4.                              Corporate
Executive Compensation Plan (CECP). An incentive compensation plan
maintained by Honeywell to provide incentive compensation for a select group of
management or highly compensated employees, as from time to time amended.


 


1.5.                              Early
Retirement. Retirement by a Participant under his or her Base Plan, which
is defined as the termination of employment on or after his or her 55th
birthday and after he or she has been credited with 10 or more years of “Credited
Service for Benefit Accrual,” under the Base Plan.


 


1.6.                              Earnings
Limitation. The maximum amount of compensation of a Participant and his or
her family members permitted to be taken into account under the Base Plan
pursuant to Section 401(a)(17) of the Code.


 


1.7.                              Effective
Date. The original effective date of this Plan was January 1, 1985.


 


1.8.                              Honeywell.
Honeywell Inc., a Delaware corporation.


 


1.9.                              Normal
Retirement. Retirement by a Participant on or after his or her “Normal
Retirement Date” under his or her Base Plan. “Normal Retirement Date” is the
last day of the calendar month in which a Participant reaches age 65.


 


1.10.                        Participant.
An employee of Alliant Techsystems Inc. (“Alliant”) who is a participant in the
Base Plan on or after January 1, 1985, whose earnings are in excess of the
Earnings


 


A-1

















 


Limitation under the Base Plan. No
controlling shareholder or independent contractor shall be a Participant.


 


1.11.                        Plan. The
Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP
Participants. No controlling shareholder or independent contractor shall be a
Participant.


 


1.12.                        Total and
Permanent Disability. The disability of a Participant whereby such
Participant is wholly disabled by bodily injury or disease and will be
permanently, continuously and wholly prevented thereby for life from engaging
in any occupation or employment for wage or profit.


 


ARTICLE II


 


BENEFITS


 


2.1.                              Benefit.
Upon termination of employment, a Participant shall be eligible for a benefit
in an amount equal to his or her benefit under his or her Base Plan computed by
including under the definition of “Earnings” for purposes of arriving at “Final
Average Earnings” under the Base Plan the amount of any deferred incentive
award in the year in which the award would otherwise have been paid by the
Honeywell Inc. Corporate Executive Compensation Plan, less the amount of
his or her benefit determined under his or her Base Plan without including
under the definition of “Earnings” for purposes of arriving at “Final Average
Earnings” under the Base Plan the amount of any deferred incentive award in the
year in which the award would otherwise have been paid by the Honeywell Inc.
Corporate Executive Compensation Plan.


 


2.2.                              Pre-retirement
Surviving Spouse Benefit. Upon the death of a married Participant who has
not yet retired under the Base Plan, his or her surviving spouse to whom he or
she was formally married on the date of his or her death shall be eligible for
a benefit in an amount equal to such surviving spouse’s “Pre-retirement
Surviving Spouse Benefit” under the Participant’s Base Plan computed by
including under the definition of “Earnings” for purposes of arriving at “Final
Average Earnings” under the Base Plan the amount of any deferred incentive
award in the year in which the award would otherwise have been paid by the Corporate
Executive Compensation Plan, less the amount of the annual “Pre-retirement
Surviving Spouse Benefit” determined under the deceased Participant’s Base Plan
without such adjustments to “Earnings” for purposes of arriving at “Final
Average Earnings.”


 


A-2

















 


ARTICLE III


 


PAYMENT OF BENEFITS


 


A benefit under the Plan shall be paid in the
form of the benefit paid with respect to the Participant under his or her
Base Plan. Any election, designation of a beneficiary(ies) or contingent
annuitant(s), or revocation in effect under the Participant’s Base Plan shall
be in effect under the Plan.


 


ARTICLE IV


 


GENERAL CONDITIONS


 


All general provisions of the Alliant
Techsystems Inc. Supplemental Executive Retirement Plan shall apply hereunder.


 


A-3

















 


APPENDIX B


 


ALLIANT TECHSYSTEMS INC.

SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN

FOR BENEFITS IN EXCESS OF LIMITS UNDER

TAX REFORM ACT OF 1986


 


ARTICLE I


 


DEFINITIONS


 


1.1.                              Act.
The Tax Reform Act of 1986.


 


1.2.                              Base
Plan. The Alliant Techsystems Inc. Retirement Plan, as from time to time
amended.


 


1.3.                              Code.
The Internal Revenue Code of 1986, as from time to time amended.


 


1.4.                              Early
Retirement. Retirement by a Participant under his or her Base Plan, which
is defined as the termination of employment on or after his or her 55th
birthday and after he or she has been credited with 10 or more years of “Credited
Service for Benefit Accrual,” under the Base Plan.


 


1.5.                              Earnings
Limitation. The maximum amount of compensation of a Participant and his or
her family members permitted to be taken into account under the Base Plan
pursuant to Section 401(a)(17) of the Code.


 


1.6.                              Effective
Date. The original effective date of this Plan was July 1, 1989.


 


1.7.                              Honeywell.
Honeywell Inc., a Delaware corporation.


 


1.8.                              Normal
Retirement. Retirement by a Participant on or after his or her “Normal
Retirement Date” under his or her Base Plan. “Normal Retirement Date” is the
last day of the calendar month in which a Participant reaches age 65.


 


1.9.                              Participant.
An employee of Alliant Techsystems Inc. (“Alliant”) who is a participant in the
Base Plan on or after July 1, 1989, whose accrued benefit under the Base
Plan, as a highly compensated employee as defined under section 414(q)(1)(A) or
(B) of the Code as in effect on July 1, 1989, was frozen as of June 31,
1989, in compliance with IRS Notice 88-131, Alternative IID. No controlling
shareholder or independent contractor shall be a Participant.


 


B-1

















 


1.10.                        Plan. The
Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits
in Excess of Limits under Tax Reform Act of 1986. No controlling
shareholder or independent contractor shall be a Participant.


 


1.11.                        Total and
Permanent Disability. The disability of a Participant whereby such
Participant is wholly disabled by bodily injury or disease and will be
permanently, continuously and wholly prevented thereby for life from engaging
in any occupation or employment for wage or profit.


 


1.12.                        TRA ’86 Amendment Date. The date the Honeywell Retirement
Benefit Plan was amended to comply with the Act.


 


ARTICLE II


 


BENEFITS


 


2.1.                              Benefit.
Upon termination of employment, a Participant shall be eligible for a benefit,
if any, computed:


 


(a)                                                          by
including the greater of (i) the Participant’s benefit under the Base Plan
computed on the TRA ‘86 Amendment Date without regard to the Base Plan’s
amendment in compliance with IRS Notice 88-131, Alternative IID, which served
to freeze the accrued benefit of highly compensated participants pursuant to
the provisions of the Base Plan, or (ii) the Participant’s benefit under
the Base Plan as amended to comply with the Act,


 


(b)                                                         by
including under the definition of “Earnings” for the purposes of arriving at “Final
Average Earnings” under the Base Plan the Participant’s “Earnings” under the
Base Plan which are in excess of the Earnings Limitation,


 


(c)                                                          by
including under the definition of “Earnings” for purposes of arriving at “Final
Average Earnings” under the Base Plan the amount of any deferred incentive
compensation award in the year in which the award would have otherwise been
paid by the Honeywell Inc. Corporate Executive Compensation Plan,


 


(d)                                                         without
regard to the provisions of such Base Plan limiting the maximum benefit payable
thereunder to the maximum benefit permitted under the provision of section 415
of the Code in a pension plan qualifying under section 401 of the Code,


 


B-2

















 


and then subtracting from the amount
determined above, the following: (i) the amount of the Participant’s
benefit determined under the Base Plan, as amended to comply with the Act; (ii) the
amount the Participant’s benefit provided under the Alliant Techsystems Inc.
Supplementary Executive Retirement Plan for Compensation in Excess of $200,000;
(iii) the amount of the Participant’s benefit provided under the Alliant
Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants;
and (iv) the amount of the Participant’s benefit provided under the
Alliant Techsystems Inc. Supplementary Retirement Plan.


 


2.2.                              Pre-retirement
Surviving Spouse Benefit. Upon the death of a married Participant who has
not yet retired under the Base Plan, his or her surviving spouse to whom he or
she was formally married on the date of his or her death shall be eligible for
a benefit in an amount, if any, computed:


 


(a)                                                          by
including the greater of (i) the surviving spouse’s “Pre-retirement
Surviving Spouse Benefit” under the Base Plan computed on the TRA ‘86 Amendment
Date without regard to the Base Plan’s amendment in compliance with IRS Notice
88-131, Alternative IID, or (ii) the surviving spouse’s “Pre-Retirement
Surviving Spouse Benefit” under the Base Plan as amended to comply with the
Act,


 


(b)                                                         by
including under the definition of “Earnings” for the purposes of arriving at “Final
Average Earnings” under the Base Plan the deceased Participant’s “Earnings”
under the Base Plan which are in excess of the Earnings Limitation,


 


(c)                                                          by
including under the definition of “Earnings” for purposes of arriving at “Final
Average Earnings” under the Base Plan the amount of any deferred incentive
compensation award in the year in which the award would have otherwise been
paid to the deceased Participant by the Honeywell Inc. Corporate Executive
Compensation Plan,


 


(d)                                                         without
regard to the provisions of such Base Plan limiting the maximum benefit payable
thereunder to the maximum benefit permitted under the provision of section 415
of the Code in a pension plan qualifying under section 401 of the Code,


 


and then subtracting from the amount
determined above, the following: (i) the amount of the surviving spouse’s “Pre-retirement
Surviving Spouse Benefit” determined under the Base Plan, as amended to comply
with the Act; (ii) the amount the surviving spouse’s “Pre-retirement
Surviving Spouse Benefit” provided under Alliant Techsystems Inc. Supplementary
Executive Retirement Plan for Compensation in Excess of $200,000; (iii) the
amount of the surviving spouse’s “Pre-retirement Surviving Spouse Benefit”
provided under the Alliant Techsystems Inc. Supplementary Executive Retirement
Plan for CECP Participants; and (iv) the amount of the


 


B-3

















 


surviving spouse’s “Pre-retirement Surviving
Spouse Benefit” provided under the Alliant Techsystems Inc. Supplementary
Retirement Plan.


 


ARTICLE III


 


PAYMENT OF BENEFITS


 


A benefit under the Plan shall be paid in the
form of the benefit paid with respect to the Participant under his or her
Base Plan. Any election, designation of a beneficiary(ies) or contingent
annuitant(s), or revocation in effect under the Participant’s Base Plan shall
be in effect under the Plan.


 


ARTICLE IV


 


GENERAL CONDITIONS


 


All general provisions of the Alliant
Techsystems Inc. Supplemental Executive Retirement Plan shall apply hereunder.


 


B-4

















 


APPENDIX E


 


INDIVIDUAL EMPLOYMENT
AGREEMENTS


 


A Participating Employee’s benefit under this
Plan shall be determined in accordance with Section 4 of this Plan and the
terms of the applicable Pension Plan except as adjusted by any employment
agreements between Alliant and a Participating Employee. This Appendix E lists
the Participating Employees who are entitled to benefits under this Plan as
adjusted pursuant to the terms of their individual employment agreements.


 


A. Executive
Officers (as defined under the Securities Exchange Act of 1934)


 




	
  Participating Employee

  	
   

  	
  Benefit Adjusted Pursuant To

  
	
   

  	
   

  	
   

  
	
  Daniel J. Murphy

  	
   

  	
  Employment Agreement dated October 1,
  2003

  






 


E-1

















 


APPENDIX F


 


SPECIAL SERP BENEFIT


 


Effective upon
his employment with Alliant Techsystems Inc. or one of its subsidiaries in
2006, John J. Cronnin, (“Executive”) will be provided with the following lump
sum benefit in addition to the benefit calculated under Section 4.1.1 of
the Plan, in the following amount:


 


If Executive
remains employed by Alliant or its subsidiaries on his 55th
birthday, he will be credited with an additional lump sum benefit under the
Plan in the amount of $600,000.


 


This lump sum
benefit will increase by $200,000 per year on each successive birthday the
Executive remains employed by Alliant or its subsidiaries, beginning with his
56th birthday, up to a total additional lump sum benefit of
$1,600,000 on his 60th birthday. The additional lump sum benefit
will not increase beyond $1,600,000 due to employment by Alliant beyond
Executive’s 60th birthday.


 


The additional
lump sum benefit will be paid in accordance with Section 4.1.2(e) of
the Plan.


 


If, prior to
age 55, Executive voluntarily terminates employment from Alliant or has his
employment from Alliant terminated for Cause, the additional lump sum benefit
described above will not be paid.


 


If Executive
dies prior to age 55 while employed by Alliant, his beneficiary will receive
$600,000 in addition to any benefit otherwise payable under the Plan as of the
date of his death, in lieu of any benefits otherwise payable under this
Appendix F.


 


If Executive
is determined to be eligible for long-term disability benefits under Alliant’s
Long Term Disability Plan as then in effect, while employed by Alliant prior to
age 55, and continues to receive benefits under Alliant’s Long Term Disability
Plan until age 55, he will be credited with an additional lump sum benefit of
$600,000, in lieu of any benefit otherwise payable under this Appendix F.


 


If Executive
terminates employment prior to age 55 due to an involuntary termination which
is not for Cause, or if he terminates employment prior to age 55 due to a
Change in Control as that term is defined in the ATK Income Security Agreement,
as amended from time to time, or any successor arrangement to the ATK Income Security
Agreement, then he will be credited with an additional lump sum benefit in the
amount of $600,000, in lieu of any benefit otherwise payable under this
Appendix F.


 


As used in
this Appendix F, “Cause” shall mean (i) any material failure to perform Executive’s
duties as assigned by the Chief Executive Officer (other than by reason of
disability


 


F-1

















 


as described above), (ii) a violation of
Alliant’s code of conduct or Alliant’s anti-harassment policy,  (iii) gross negligence or willful or
intentional wrongdoing or misconduct, (iv) a material breach of any
confidentiality or non-competition agreement between Executive and Alliant, (v) a
commission of an act of personal dishonesty which involves (material) personal
profit in connection with Alliant, or (vi) an indictment for a felony
offense or a crime involving moral turpitude.


 


F-2

















 


SCHEDULE 1


 


SERP


A. Executive
Officers (as defined under the Securities Exchange Act of 1934)


 


Dianne Deering Anton


 


Michael Dolby


 


Blake Larson


 


John Shroyer


 

















 


SCHEDULE 2


 


SERP


 


A.
Executive Officers (as defined under the Securities Exchange Act of 1934)


 


Nick G. Vlahakis