Exhibit 10.1


ALLIANT TECHSYSTEMS INC.



EXECUTIVE OFFICER INCENTIVE PLAN


SECTION 1.           PURPOSE AND EFFECTIVE DATE


1.1           Purpose
of this Plan.  The purpose of this
Executive Officer Incentive Plan (this “Plan”) is to provide incentive
compensation to executive officers of Alliant Techsystems Inc. (the “Company”)
in accordance with the Company’s “pay-for-performance” philosophy by directly
relating awards payable under this Plan to company, business unit and/or
individual performance.  This Plan is
intended to permit the grant of awards under this Plan to qualify as “qualified
performance-based compensation” within the meaning of Section 162(m) of the
Code (as defined in Section 2.1).


1.2           Effective
Date.  This Plan will be effective as
of the date of approval by the stockholders of the Company in accordance with
applicable law (the “Effective Date”).


SECTION 2.           DEFINITIONS


2.1           Definitions.  The following capitalized terms used in this
Agreement will have the meanings set forth below:


(a)           “Actual Award”
means as to any Performance Period, the actual award (if any) payable to a
Participant for the Performance Period. 
Each Actual Award will be determined pursuant to the provisions of
Section 3.6.


(b)           “Board” means
the Board of Directors of the Company.


(c)           “Cause” means
the occurrence of any of the following:


(i)            the Participant
willfully and continually fails to substantially perform his or her duties of
employment (other than because of a mental or physical impairment) for a period
of at least 30 days after being given notice of such failure;


(ii)           the Participant
(A) engages in any act of dishonesty, wrongdoing or moral turpitude
(whether or not a felony) or (B) violates the Company’s Code of Conduct or
a Company policy, which violation has an adverse effect upon the Company; or


(iii)          the Participant
breaches his or her duty of loyalty or commits an unauthorized disclosure of
proprietary or confidential information of the Company.


(d)           “Code” means
the Internal Revenue Code of 1986, as amended from time to time.















 


 


(e)           “Committee”
means (i) the Personnel and Compensation Committee of the Board or
(ii) if no Personnel and Compensation Committee exists, then a committee
of Board members appointed by the Board to administer this Plan in accordance
with Section 5.1.


(f)            “Covered
Employee Participant” means any Participant who is reasonably expected to
be a “covered employee” within the meaning of Section 162(m)(3) of the Code
with respect to any Performance Period in which the Company would be entitled
to take a compensation deduction for an Actual Award to such Participant
(determined without regard to the limitation on deductibility imposed by
Section 162(m) of the Code).


(g)           “Covered Employee
Performance Goals” means objective and measurable performance goals
determined by the Committee, in its discretion, to be applicable to a Covered
Employee Participant for a Performance Period. 
As determined by the Committee, the Covered Employee Performance Goals
for any award may provide for a targeted level or levels of achievement using
one or more of the following measures: 
(i) sales or revenues (including, without limitation, sales or
revenue growth); (ii) gross profit; (iii) income before interest and
taxes; (iv) income before interest, taxes, depreciation and amortization;
(v) net income; (vi) net income from operations; (vii) earnings
per Share; (viii) return measures (including, without limitation, return
on assets, capital, invested capital, equity, sales or revenues);
(ix) productivity ratios; (x) expense or cost reduction measures;
(xi) margins; (xii) operating efficiency; (xiii) market share;
(xiv) customer satisfaction; (xv) working capital targets;
(xvi) budget comparisons; (xvii) implementation or completion of
specified projects or processes; (xviii) the formation of joint ventures,
establishment of research or development collaborations or the completion of
other transactions; (xix) cash flow (including, without limitation,
operating cash flow, free cash flow and cash flow return on equity);
(xx) Share price (including, without limitation, growth in Share price and
total stockholder return); (xxi) profitability of an identifiable business
unit or product; (xxii) economic profit or economic value added;
(xxiii) cash value added; (xxiv) market share; or (xxv) Individual
Objectives.  The Covered Employee
Performance Goals may differ from Covered Employee Participant to Covered
Employee Participant and from award to award.


(h)           “Determination
Date” means the 90th day of any Performance Period.


(i)            “Disability”
or “Disabled” will have the meaning given to such term in the Company’s
governing long-term disability plan or, if no such plan exists, such term will
mean total and permanent disability as determined under the rules of the Social
Security Administration.


(j)            “Eligible Employee”
means any executive officer of the Company required to file reports of
beneficial ownership with the Securities and Exchange Commission pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations promulgated thereunder.


(k)           “Fiscal Year”
means the fiscal year of the Company.



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(l)            “Individual
Objectives” means as to a Participant for any Performance Period, objective
and measurable individual performance goals approved by the Committee in its
discretion.


(m)          “Maximum Award”
means as to a Covered Employee Participant for any Fiscal Year, the lesser of
(i) the maximum award payable under this Plan for any such Fiscal Year or
(ii) $5,000,000.


(n)           “Other
Participant” means a Participant who is not a Covered Employee Participant.


(o)           “Other
Participant Performance Goals” means the performance goals determined by
the Committee, in its discretion, to be applicable to an Other Participant for
a Performance Period.  As determined by
the Committee, the Other Participant Performance Goals may provide for a
targeted level or levels of achievement using one or more of the Covered
Employee Performance Goals or any other performance measures.  The Other Participant Performance Goals may
differ from Other Participant to Other Participant and from award to award.


(p)           “Participant”
means as to any Performance Period, an Eligible Employee who has been selected
by the Committee for participation in this Plan for such Performance Period.


(q)           “Payout Formula”
means as to any Performance Period, the formula or payout matrix established by
the Committee pursuant to Section 3.3 in order to determine the Actual Awards
(if any) to be paid to Participants.  The
formula or matrix may differ from Participant to Participant.


(r)            “Performance
Goal” means a Covered Employee Performance Goal or an Other Participant
Performance Goal, as the case may be.


(s)           “Performance
Period” means any Fiscal Year or other period determined by the Committee
pursuant to Section 3.2(a) over which achievement of Performance Goals
will be measured.  A Performance Period
may be a one-year period or any longer or shorter period, and may differ
from Participant to Participant and from award to award.


(t)            “Retirement”
means the voluntary retirement of a Participant pursuant to the terms of any
retirement plan of the Company.


(u)           “Shares”
means shares of the Company’s common stock.


(v)           “Termination of
Service” means a cessation of the employee-employer relationship between an
Eligible Employee and the Company for any reason, including, without
limitation, a termination by resignation, discharge, death, Disability,
Retirement, or the sale of any subsidiary or other affiliate of the Company or
the sale of a business unit or division of the Company, but excluding any such
termination where there is a simultaneous reemployment by the Company or any
subsidiary or other affiliate of the Company.



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2.2           Financial
and Accounting Terms.  Except as
otherwise expressly provided or unless the context otherwise requires,
financial and accounting terms (including, without limitation, terms contained
in the definition of “Covered Employee Performance Goals” set forth in Section
2.1 and in Section 3.2(c)) are used as defined for purposes of, and shall be
determined in accordance with, generally accepted accounting principles in the
United States and derived from the consolidated financial statements of the
Company prepared in the ordinary course of business and filed with the
Securities and Exchange Commission.


SECTION 3.           SELECTION OF PARTICIPANTS AND
DETERMINATION OF AWARDS


3.1           Selection
of Participants.  The Committee, in
its sole discretion, will select the Eligible Employees of the Company who will
be Participants for any Performance Period. 
Participation in this Plan is in the sole discretion of the Committee,
and on a Performance Period by Performance Period basis.  Accordingly, an Eligible Employee who is a
Participant for a given Performance Period is in no way guaranteed or assured
of being selected for participation in any subsequent Performance Period.


3.2           Determination
of Performance Period and Performance Goals.


(a)           The Committee, in
its sole discretion, will determine the Performance Period applicable to awards
made to Participants under this Plan.


(b)           The Committee, in
its sole discretion, will establish the Performance Goals for each Participant
for each Performance Period.  Such
Performance Goals will be set forth in writing.


(c)           The Committee, in
its sole discretion, may specify that the achievement of the Performance Goals
will be determined without regard to the negative or positive effect of certain
events, including, without limitation, any of the following:  (i) charges for extraordinary items and
other unusual or non-recurring items of loss or gain; (ii) asset
impairments; (iii) litigation or claim judgments or settlements;
(iv) changes in the Code or tax rates; (v) changes in accounting
principles; (vi) changes in other laws or regulations affecting reported
results; (vii) charges relating to restructurings, discontinued
operations, severance and contract termination and other costs incurred in
rationalizing certain business activities; and (viii) gains or losses from
the acquisition or disposition of businesses or assets or from the early
extinguishment of debt.


3.3           Determination
of Payout Formula.  The Committee, in
its sole discretion, will establish a Payout Formula for purposes of
determining the Actual Award (if any) payable to each Participant for each
Performance Period.  Each Payout Formula
will (a) be in writing and (b) provide for the payment of a
Participant’s Actual Award based on whether or the extent to which the
Performance Goals for the Performance Period are achieved.  Notwithstanding the foregoing, in no event
will a Covered Employee’s Actual Award for any Performance Period exceed his or
her Maximum Award.


3.4           Determination
of Maximum Awards for Covered Employee Participants.  The Committee, in its sole discretion, will
establish a Maximum Award for each Covered Employee



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Participant (subject to the limit set forth in Section 2.1(m)).  Each Participant’s Maximum Award will be set
forth in writing.


3.5           Date
for Determinations.  The Committee
will make all determinations with respect to awards to Covered Employee
Participants under Sections 3.1, 3.2, 3.3 and 3.4 on or before the
Determination Date.


3.6           Determination
of Actual Awards.


(a)           After the end of
each Performance Period, the Committee will certify in writing the extent to
which the Performance Goals applicable to each Participant for such Performance
Period were achieved or exceeded.  The
Actual Award for each Participant will be determined by applying the Payout
Formula to the level of actual performance that has been certified by the
Committee.


(b)           Notwithstanding
anything to the contrary in this Plan, in determining the Actual Award for any
Covered Employee Participant, the Committee, in its sole discretion, may reduce
the award payable to any Covered Employee Participant below the award which
otherwise would be payable under the Payout Formula.


(c)           Notwithstanding
anything to the contrary in this Plan, in determining the Actual Award for any
Other Participant, the Committee, in its sole discretion, may increase or
reduce the award payable to any Other Participant above or below the award
which otherwise would be payable under the Payout Formula.


SECTION 4.           PAYMENT OF AWARDS


4.1           Continued
Employment.  Except as otherwise
determined by the Committee or provided in Section 4.5, no Actual Award will be
paid under this Plan with respect to a Performance Period to any Participant
who has a Termination of Service prior to the last day of such Performance
Period.


4.2           Form
of Payment.  Each Actual Award will
be paid to the Participant in cash or Shares. 
Any Shares awarded to a Participant under this Plan will be granted and
issued pursuant to the Company’s 2005 Stock Incentive Plan (which has been
approved by the Company’s stockholders) or any other equity compensation plan
approved by the stockholders of the Company in the future.


4.3           Timing
of Payment.  Payment of each Actual
Award will be made as soon as administratively feasible after the end of the
applicable Performance Period; provided, however, that, in no
event, will an Actual Award be paid later than 75 days after the end of such
Performance Period.


4.4           Awards
Payable from Company’s General Assets. 
Each Actual Award that may become payable under this Plan will be paid
solely from the general assets of the Company. 
Nothing in this Plan will be construed to create a trust or to establish
or evidence any Participant’s claim of any right to payment of an Actual Award
other than as an unsecured general creditor of the Company.



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4.5           Payment
in the Event of Termination of Service. 
Except as otherwise determined by the Committee and notwithstanding the
provisions of Section 4.1:


(a)           if a Participant
dies prior to the last day of a Performance Period during which he or she would
have earned an Actual Award, such Participant’s beneficiary (or, if the
Participant has not designated a beneficiary, such Participant’s estate) will
be entitled to receive the Actual Award, adjusted on a pro rata basis to
reflect the number of days the Participant was employed by the Company during
such Performance Period; provided, however, that a Participant
must be employed by the Company continuously for at least 90 days during a
Performance Period in order for such Participant’s beneficiary or estate to be
eligible to receive an Actual Award with respect to such Performance Period
(unless otherwise determined by the Committee).


(b)           if a Participant has
a Termination of Service due to Disability or Retirement prior to the last day
of a Performance Period during which he or she would have earned an Actual
Award, such Participant will be entitled to receive the Actual Award, adjusted
on a pro rata basis to reflect the number of days the Participant was employed
by the Company during such Performance Period; provided, however,
that a Participant must be employed by the Company continuously for at least 90
days during a Performance Period in order for such Participant to be eligible
to receive an Actual Award with respect to such Performance Period (unless
otherwise determined by the Committee).


(c)           if a Participant’s
employment is terminated during a Performance Period due to an involuntary
Termination of Service by the Company without Cause, or, if such Participant is
demoted during such Performance Period so that he or she is no longer an
Eligible Employee and is therefore unable to participate in this Plan for the
remainder of the Performance Period, such Participant will be entitled to
receive the Actual Award, adjusted on a pro rata basis to reflect the number of
days the Participant was employed by the Company or participated in this Plan
(as applicable) during such Performance Period; provided, however,
that a Participant must be employed by the Company continuously for at least 90
days during a Performance Period in order for such Participant to be eligible
to receive an Actual Award with respect to such Performance Period (unless
otherwise determined by the Committee).


SECTION 5.           ADMINISTRATION


5.1           Committee
is the Administrator.  This Plan will
be administered by the Committee.  The
Committee will consist of not less than two members of the Board.  The members of the Committee will be
appointed from time to time by, and serve at the pleasure of, the Board.  Each member of the Committee will qualify as
an “outside director” within the meaning of Section 162(m) of the Code.


5.2           Committee
Authority.  The Committee will administer
this Plan in accordance with its provisions. 
The Committee will have full power and authority to (a) determine
which Eligible Employees will be granted awards, (b) prescribe the terms
and conditions of awards, (c) interpret this Plan and any awards,
(d) adopt rules for the administration, interpretation and



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application of this Plan as are consistent with the terms hereof, and
(e) interpret, amend or revoke any such rules.


5.3           Decisions
Binding.  All determinations and
decisions made by the Committee pursuant to the provisions of this Plan will be
final, conclusive and binding on all persons and will be given the maximum
deference permitted by law.


SECTION 6.           AMENDMENT, TERMINATION AND DURATION


6.1           Amendment
or Termination.  The Committee, in
its sole discretion, may amend or terminate this Plan at any time and for any
reason; provided, however, that in no event will the Committee
amend this Plan to the extent such amendment would cause the amounts payable
under this Plan to Covered Employee Participants for a particular Performance
Period to fail to qualify as “qualified performance-based compensation” within
the meaning of Section 162(m) of the Code. 
The amendment or termination of this Plan will not, without the consent
of a Participant, materially and adversely alter or impair any rights or
obligations under any Actual Award theretofore earned by such Participant.  No award may be granted during any period
after termination of this Plan.


6.2           Duration
of this Plan.  This Plan will
commence on the Effective Date, and, subject to the Committee’s right to amend
or terminate this Plan in accordance with Section 6.1, will terminate on the
date five years after the Effective Date (the “Termination Date”).  Awards granted to Participants on or prior to
the Termination Date will remain in full force and effect after the Termination
Date in accordance with the terms thereof, but no new awards may be granted
after the Termination Date.


SECTION 7.           GENERAL PROVISIONS


7.1           Tax
Withholding.  The Company will withhold
all applicable taxes from any Actual Award, including any federal, state and
local taxes.


7.2           No
Effect on Employment or Service. 
Subject to Section 4.5(c), nothing in this Plan will interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment or service at any time, with or without Cause.  For purposes of this Plan, transfer of
employment of a Participant between the Company and any one of its subsidiaries
or affiliates (or between such subsidiaries or affiliates) will not be deemed a
Termination of Service.  Employment with
the Company is on an at-will basis only.


7.3           Participation.  No Eligible Employee will have the right to
be selected to receive an award under this Plan, or, having been so selected,
to be selected to receive a future award.


7.4           Successors.  All obligations of the Company under this
Plan with respect to awards granted hereunder will be binding on any successor
to the Company, whether any such succession is the result of a direct or
indirect purchase, merger, consolidation of the Company, acquisition of all or
substantially all of the business or assets of the Company, or otherwise.


7.5           Beneficiary
Designations.  If permitted by the
Committee, a Participant under this Plan may name a beneficiary or
beneficiaries to whom any Actual Award will be paid in the



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event of the Participant’s death. 
In the absence of any such designation, any awards remaining unpaid at
the Participant’s death will be paid to the Participant’s estate.


7.6           Nontransferability
of Awards.  No award granted under
this Plan may be sold, transferred, pledged or assigned, other than by will, by
the laws of descent and distribution, or to the limited extent provided in
Section 7.5.  All rights with respect to
an award granted to a Participant will be available during his or her lifetime
only to the Participant.


7.7           Severability.  In the event any provision of this Plan is
held illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of this Plan, and this Plan will be construed and
enforced as if the illegal or invalid provision had not been included.


7.8           Requirements
of Law.  The granting of awards under
this Plan will be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.


7.9           Governing
Law.  This Plan and all awards will
be construed in accordance with and governed by the laws of the State of
Delaware, but without regard to its conflict of law provisions.


7.10         Rules
of Construction.  Captions are
provided in this Plan for convenience only, and captions will not serve as a
basis for interpretation or construction hereof.  Unless otherwise expressly provided or unless
the context otherwise requires, the terms defined in this Plan include the
plural and the singular.



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