Exhibit
10.2


 


	
  

  	
  PERFORMANCE SHARE AGREEMENT

  	
   

  



 


	
  GRANTED
  TO

  	
   

  	
  GRANT DATE

  	
   

  	
  NUMBER OF PERFORMANCE

  SHARES

  	
   

  	
  PURCHASE

  PRICE PER

  SHARE

  	
   

  	
  SOCIAL SECURITY

  NUMBER

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Threshold

  Target

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  Address

  	
   

  	
  MM

  	
   

  	
  DD

  	
   

  	
  YY

  	
   

  	
  Outstanding

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  
	
  

  City, State, Postal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Stretch

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1.               The Grant.  Alliant Techsystems Inc., a Delaware
corporation (the “Company”) hereby grants to the individual named above (the “Employee”),
as of the above Grant Date, the above Number of Performance Shares (the “Performance
Shares”) on the terms and conditions set forth in this Performance Share
Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 1990 Equity
Incentive Plan (the “Plan”).


 


2.               Measuring Period.  The Measuring Period for purposes of
determining whether the Performance Shares will be paid shall be fiscal years 20__ through 20__.


 


3.               Performance Goals. 
The Performance Goals for purposes of determining whether the
Performance Shares shall be paid are set forth in the attached Performance
Accountability Chart.


 


4.               Payment. 
The Performance Shares shall be paid if and to the extent that the
Threshold, Target, Outstanding, or Stretch performance level of the Performance
Goals is achieved, as set forth in the attached Performance Accountability
Chart and as determined by the Personnel and Compensation Committee of the
Company’s Board of Directors (the “Committee”) in its sole discretion.


 


5.               Form and Timing of Payment. 
Any shares payable pursuant to this Agreement shall be paid in shares of
Common Stock of the Company (the “Shares”), with one Share issued for each
Performance Share earned, except to the extent that the Committee, in its
discretion, determines that cash be paid in lieu of some or all of such
Performance Shares.  Payment of the Performance
Shares shall be made as soon as practicable after the Committee determines, in
its sole discretion after the end of the Performance Period, whether, and the
extent to which, the Performance Goals have been achieved.


 


6.               Forfeiture. 
In the event of the Employee’s Termination of Employment (as defined in
the Plan) prior to the end of the Measuring Period, other than by reason of death, Disability (as
defined in the Plan), Retirement (as defined in the Plan), or voluntary or
involuntary layoffd all of the Employee’s Performance Shares and rights to
payment of any Shares shall be immediately and irrevocably forfeited.  In the event of the Employee’s Termination of
Employment prior to the end of the Measuring Period by reason of Disability,
Retirement, or voluntary or involuntary layoff, the Employee shall be entitled
to receive, after the end of the Measuring Period, the amount determined by the
Committee pursuant to this Agreement, but prorated for the Employee’s active
service time with the Company during the Measuring Period.  In the event of the Employee’s death prior to
the end of the Measuring Period, the Employee’s estate shall be entitled to
receive within a practicable time after the Employee’s death payment of the
Performance Shares at the Target performance level, but prorated for the
Employee’s active service time with the Company during the Measuring
Period.  In the event an employee is
reassigned to a position and as a result is no longer eligible for Performance
Shares, the Employee shall be entitlted to receive, after the end of the
Measuring period. the amount determined by the Committee pursuant to this
Agreement, but prorated for the employee’s service time as an eligilbe
participant during the Measuring Period.


 


6.               Rights. 
Nothing herein shall be deemed to grant the Employee any rights as a
holder of shares of Common Stock of the Company unless and until the Shares are
actually issued to the Employee as provided herein.


 


7.               Income Taxes. 
The Employee is liable for any federal, state and local income or other
taxes applicable upon the grant of the Performance Shares, the receipt of the
Shares, or subsequent disposition of the Shares, and the Employee acknowledges
that he or she should consult with his or her own tax advisor regarding the
applicable tax consequences.  Upon
payment of the Performance Shares and/or issuance of the Shares by the Company,
the Employee shall promptly pay to the Company in cash, and/or the Company may
withhold from the Employee’s compensation or from the Shares or any cash
payable in lieu of some or all of such Shares an amount necessary to pay, all
applicable taxes required by the Company to be withheld or collected upon such
payment and/or issuance of Shares.


 


8.               Deferral of Shares.  Notwithstanding any provisions of this
Agreement to the contrary, the Committee may unilaterally defer payment of the
Performance Shares pursuant to and in accordance with the terms of the Company’s
Nonqualified Deferred Compensation Plan (the “NDCP”) and, in such event, the
value of the Performance Shares and any subsequent payment of such value shall
be governed by the terms of the NDCP.


 


9.               Acknowledgment. 
This award of Performance Shares shall not be effective until the
Employee dates and signs the form of Acknowledgment below and returns a signed
copy of this Agreement to the Company. 
By signing the Acknowledgment, the Employee agrees to the terms and
conditions of this Agreement and the Plan and acknowledges receipt of a copy of
the Prospectus related to the Plan.


 


	
  ACKNOWLEDGMENT:

  	
   

  	
  ALLIANT
  TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE’S
  SIGNATURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date                                   Social
  Security Number

  	
   

  	
  Daniel J. Murphy

  
	
   

  	
   

  	
  President &
  Chief Executive Officer