Exhibit
10.3


 


	
  

  	
  

  PERFORMANCE AWARD AGREEMENT

  



 


1.               The Grant.  Alliant Techsystems Inc., a Delaware
corporation (the “Company”), hereby grants to you, on the terms and conditions
set forth in this Performance Award Agreement (this “Agreement”) and in the Alliant
Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”), a Performance Award as
of the date, and for the number of Shares (the “Performance Shares”), which the
Company or its agent provided to you separately in writing through an
electronic notice and on-line award acceptance web page (the “Electronic Notice
and On-Line Award Acceptance”).


 


2.               Measuring Period.  The Measuring Period for purposes of
determining whether the Company will pay you the Performance Shares shall be fiscal years 2007 through 2012.


 


3.               Performance Goal.  The Performance Goal for purposes of
determining whether the Company will pay you the Performance Shares is set
forth in the Performance Accountability Chart, which the Company provided to
you separately in writing.


 


4.               Payment. 
The Company will pay you the Performance Shares if the Performance Goal
is achieved, as set forth in the 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.  The Company will pay you any shares payable
pursuant to this Agreement in shares of common stock of the Company (the “Shares”),
with one Share issued for each Performance Share earned.  The Company will pay you the Performance
Shares as soon as practicable after the Committee determines, in its sole
discretion, during or following the completion of the Measuring Period, whether
the Performance Goal has been achieved.


 


6.               Change in Control.  After a Change in Control (as defined in
Appendix A to this Agreement), the Performance Shares shall immediately be
payable as if the Performance Goal had been achieved.  However, if you are or become a participant
in the Company’s Income Security Plan or any successor or substitute plan (the “ISP”),
the terms of payment of the Performance Shares shall be governed by the
provisions of the ISP.


 


7.               Forfeiture.  In the event of your termination of
employment for any reason other than your death or Disability (as defined in
Appendix A to this Agreement) prior to the Committee’s determination, in its
sole discretion, that the Performance Goal has been achieved during the
Measuring Period, all of your Performance Shares and rights to payment of any
Shares shall be immediately and irrevocably forfeited.  In the event of your termination of
employment by reason of death or Disability prior to the Committee’s
determination, in its sole discretion, that the Performance Goal has been
achieved during the Measuring Period, you or your estate shall be entitled to
receive, after such determination by the Committee, the number of Shares
awarded pursuant to this Agreement, but prorated for your active service time
with the Company during the period from the beginning of the Measuring Period
to the sooner of (1) the Committee’s determination that the Performance Goal
has been achieved or (2) the end of the Measuring Period.  If, after the end of the Measuring Period,
the Committee determines, in its sole discretion, that the Performance Goal has
not been achieved, all of your Performance Shares and rights to payment of any
Shares shall be immediately and irrevocably forfeited.


 


8.               Rights.  Nothing herein shall be deemed to grant you
any rights as a holder of Shares unless and until the Company actually issues the
Shares to you as provided herein.


 


9.               Income Taxes.  You are 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
you acknowledge that you should consult with your own tax advisor regarding the
applicable tax consequences.  Upon
payment of the Performance Shares and/or issuance of the Shares to you, the
Company will pay your required minimum statutory withholding taxes by withholding
Shares otherwise to be delivered upon the payment of the Performance Shares
with a Fair Market Value (as defined in the Plan) equal to the amount of such
taxes.  Alternatively, if you notify the
Company prior to the payment date of the Performance Shares, you may elect to
pay all or a portion of the minimum statutory withholding taxes by (a) delivering
to the Company Shares other than Shares issuable upon the payment of the
Performance Shares
with a Fair Market Value equal to the amount of such taxes or (b) paying
cash, provided that if you do not deliver such Shares or cash to the Company by
the second business day after the payment date of the Performance Shares, the
Company will pay your required minimum statutory withholding taxes by
withholding Shares otherwise to be delivered upon the payment of the
Performance Shares with a Fair Market Value equal to the amount of such taxes.


 


10.         Acknowledgment.  This Award of Performance Shares
shall not be effective until you agree to the terms and conditions of this
Agreement and the Plan, and acknowledge receipt of a copy of the Prospectus
relating to the Plan, by accepting this Award in writing or electronically as specified
by the Company or its agent in the Electronic Notice and On-Line Award
Acceptance.


 


	
  ALLIANT TECHSYSTEMS INC.

  
	
  

  
	
   

  
	
  Daniel J. Murphy

  
	
  President & Chief Executive Officer

  



 

















 


Alliant
Techsystems Inc. 2005 Stock Incentive Plan


 


Appendix A
to Award Agreement


 


“Change in Control” means
any of the following:


 


•      The acquisition by any “person”
or group of persons (a “Person”), as such terms are used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(other than the Company or a “Subsidiary” (as defined below) or any Company
employee benefit plan (including its trustee)) of “beneficial ownership” (as
defined in Rule 13d-3 under the Exchange Act) (“Beneficial Ownership”),
directly or indirectly, of securities of the Company representing, directly or
indirectly, more than 50% of the total number of shares of the Company’s then
outstanding “Voting Securities” (as defined below);


 


•      consummation of a
reorganization, merger or consolidation of the Company, or the sale or other
disposition of all or substantially all of the Company’s assets (a “Business
Combination”), in each case, unless, following such Business Combination, the
individuals and entities who were the beneficial owners of the total number of
shares of the Company’s outstanding Voting Securities immediately prior to both
(1) such Business Combination and (2) any “Change Event” (as defined below)
occurring within 12 months prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the total number of shares of the
outstanding Voting Securities of the resulting corporation or the acquiring
corporation, as the case may be, immediately following such Business
Combination (including, without limitation, the outstanding Voting Securities
of any corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the total number of shares
of the Company’s outstanding Voting Securities; or


 


•      any other circumstances
(whether or not following a Change Event) which the Company’s Board of
Directors (the “Board”) determines to be a Change in Control for purposes of
this Plan after giving due consideration to the nature of the circumstances
then represented and the purposes of this Plan. 
Any such determination made by the Board shall be irrevocable except by
vote of a majority of the members of the Board who voted in favor of making
such determination.


 


For purposes of this definition, a “Change in Control” shall
not result from any transaction precipitated by the Company’s insolvency,
appointment of a conservator, or determination by a regulatory agency that the
Company is insolvent.


 


For purposes of this definition:


 


•                  “Change Event” means


 


(1)          the acquisition by any Person
(other than the Company or a Subsidiary or any Company employee benefit plan
(including its trustee)) of Beneficial Ownership, directly or indirectly, of
securities of the Company directly or indirectly representing 15% or more of
the total number of shares of the Company’s then outstanding Voting Securities
(excluding the sale or issuance of such securities directly by the Company, or
where the acquisition of such securities is made by such Person from five or
fewer stockholders in a transaction or transactions approved in advance by the
Board);


 

















 


(2)          the public announcement by
any Person of an intention to acquire the Company through a tender offer,
exchange offer or other unsolicited proposal; or


 


(3)          the individuals who are
members of the Board (the “Incumbent Board”) as of the Grant Date set forth in
the Award Agreement cease for any reason to constitute at least a majority of
the Board; provided, however, that if the nomination for election of any new
director was approved by a vote of a majority of the Incumbent Board, such new
director shall, for purposes of this definition, be considered a member of the
Incumbent Board.


 


•                  “Subsidiary” means a
corporation as defined in Section 424(f) of the Internal Revenue Code with the
Company being treated as the employer corporation for purposes of this
definition.


 


•                  “Voting Securities” means any
shares of the capital stock or other securities of the Company that are generally
entitled to vote in elections for directors.


 


*                              *                              *                              *


 


“Disability”
means that you have been determined to have a total and permanent disability
either by


 


•                  being eligible for disability for Social Security
purposes, or


 


•                  being totally and permanently disabled under the
Company’s long-term disability plan.


 


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