Exhibit 10.2


 


	
  

  	
  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 2009.


 


3.               Performance Goals. The
Performance Goals for purposes of determining whether the Company will pay you
the Performance Shares are 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 and to the extent that the Performance Goals are
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,
after the end of the Measuring Period, whether, and the extent to which, the
Performance Goals have 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 at the median performance level, but
prorated for your active service time with the Company during the Measuring Period.
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 prior to the end of the Measuring Period,
other than by reason of death,
Disability (as defined in Appendix A to this Agreement), retirement, or
voluntary or involuntary layoff, 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 prior to the end of the Measuring
Period by reason of Disability, retirement, or voluntary or involuntary layoff,
you shall be entitled to receive, after the end of the Measuring Period, the
number of Shares determined by the Committee pursuant to this Agreement, but
prorated for your active service time with the Company during the Measuring
Period. In the event of your death prior to the end of the Measuring Period,
your estate shall be entitled to receive, within a practicable time after your
death, payment of the Performance Shares at the median performance level, but prorated for your active service
time with the Company during the Measuring Period. In the event you are
reassigned to a position and as a result you are no longer eligible for
Performance Shares, you shall be entitled to receive, after the end of the
Measuring Period, the number of Shares determined by the Committee pursuant to
this Agreement, but prorated for your service time as an eligible participant
during the Measuring Period.


 


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 end of the Measuring Period, 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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