Prepared by MERRILL CORPORATION




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Exhibit 4.11  


  
 

    First Amendment and Restatement
  of
  Alliant Techsystems Inc.
  2000 Stock Incentive Plan    
  


Section 1. Purpose.  


    The purpose of the Alliant Techsystems Inc. 2000 Stock Incentive Plan (the "Plan") is to promote the interests of Alliant Techsystems Inc. (the
"Company") and its stockholders by aiding the Company in attracting and retaining employees, consultants and independent contractors, to provide such persons with opportunities for stock ownership in
the Company and to offer such persons other incentives to put forth maximum efforts for the success of the Company's business. 


Section 2. Definitions.  


    As used in the Plan, the following terms shall have the meanings set forth below: 



    (a) "Affiliate"
shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as determined by the Committee. 


    (b) "Award"
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Performance Award granted under the Plan. 



    (c) "Award
Agreement" shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan. Each Award Agreement shall
be subject to the applicable
terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee. 


    (d) "Board"
shall mean the Board of Directors of the Company. 


    (e) "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. 


    (f)  "Committee"
shall mean the Personnel and Compensation Committee, a committee of Directors designated by the Board to administer the Plan. 


    (g) "Company"
shall mean Alliant Techsystems Inc., a Delaware corporation, and any successor corporation. 


    (h) "Director"
shall mean a member of the Board. 


    (i)  "Eligible
Person" shall mean any employee, consultant or independent contractor providing services to the Company or any Affiliate whom the Committee determines to
be an Eligible Person, but shall not include (i) an officer or director of the Company or any Affiliate who is subject to Section 16 of the Exchange Act, or any successor rule or
regulation, (ii) any "executive officer" of the Company, as defined under the Exchange Act, or (iii) any other officer or Director of the Company. 


    (j)  "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


    (k) "Fair
Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property
determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, the Fair Market Value of Shares as of a given date shall be, if the
Shares are then traded on the New York Stock Exchange, the closing price of the Shares as reported on the New York Stock Exchange on such date or, if the New York Stock Exchange is not open for
trading on such date, on the most recent preceding date when it is open for trading. 






 


    (l)  "Option" shall mean an option granted under Section 6(a) of the Plan that shall not be an incentive stock option within the meaning of Section 422 of
the Code or any successor provision, and shall include Reload Options. 


    (m) "Participant"
shall mean an Eligible Person designated to be granted an Award under the Plan. 


    (n) "Performance
Award" shall mean any right granted under Section 6(d) of the Plan. 


    (o) "Person"
shall mean any individual, corporation, partnership, association or trust. 


    (p) "Plan"
shall mean the Alliant Techsystems Inc. 2000 Stock Incentive Plan, as amended from time to time, the provisions of which are set forth herein. 



    (q) "Reload
Option" shall mean any Option granted under Section 6(a)(iv) of the Plan. 


    (r) "Restricted
Stock" shall mean any Shares granted under Section 6(c) of the Plan. 


    (s) "Restricted
Stock Unit" shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date. 


    (t)  "Shares"
shall mean shares of Common Stock, par value $.01 per share, of the Company or such other securities or property as may become subject to Awards pursuant
to an adjustment made under Section 4(c) of the Plan. 


    (u) "Stock
Appreciation Right" shall mean any right granted under Section 6(b) of the Plan. 




Section 3. Administration.  



    (a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan and to applicable law, the Committee shall have full power and authority to: 



    (i)  designate
Participants; 


    (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; 


    (iii) determine
the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; 


    (iv) determine
the terms and conditions of any Award or Award Agreement; 


    (v) amend
the terms and conditions of any Award or Award Agreement; provided, however, that, except as otherwise provided in Section 4(c) hereof, the Committee
shall not adjust or amend the exercise price of Options or Stock Appreciation Rights previously awarded to any Participant, whether through amendment, cancellation and replacement grant, or any other
means; 


    (vi) accelerate
the exercisability of any Award or the lapse of restrictions relating to any Award; provided, however, that such authority shall be limited to
circumstances involving a change in control of the Company, the sale of an Affiliate or business unit employing the Participant, a Participant's involuntary termination of employment other than for
cause, a Participant's retirement from the Company or an Affiliate, or such other similar events as the Board shall approve; 



    (vii) determine
whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, promissory notes, other securities, other Awards or other
property, or canceled, forfeited or suspended; 




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    (viii) determine whether, to what extent and under what circumstances cash, Shares, promissory notes, other securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; 



    (ix) interpret
and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; 


    (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and 


    (xi) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 





Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any
Affiliate. 



    (b) Delegation. The Committee may delegate its powers and duties under the Plan to one or more Directors or a committee
of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion. 


    (c) Power and Authority of the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board
may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan. 




Section 4. Shares Available for Awards.  



    (a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of
Shares that may be issued under all Awards under the Plan shall be 440,000. Shares to be issued under the Plan may be either authorized but unissued Shares or Shares acquired in the open market or
otherwise. Any Shares that are used by a Participant as full or partial payment to the Company of the purchase price relating to an Award, or in connection with the satisfaction of tax obligations
relating to an Award, shall again be available for granting Awards under the Plan. In addition, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if
an Award otherwise terminates without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the
extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan. 


    (b) Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or
purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan. 


    (c) Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the
form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or
other property) that thereafter may be made the subject of Awards, 



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(ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award; provided,
however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. 




Section 5. Eligibility.  


    Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award,
the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other
factors as the Committee, in its discretion, shall deem relevant. 


Section 6. Awards.  



    (a) Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: 



    (i)  Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee;
provided, however, that such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option. Notwithstanding the foregoing, the Committee in its
discretion may determine a price per Share of less than Fair Market Value if such grant is in substitution for a stock option granted by an entity merged with or acquired by the Company or an
Affiliate and such grant is made in connection with such merger or acquisition. 


    (ii) Option Term. The term of each Option shall be fixed by the Committee. 


    (iii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised
in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any
combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have
been made. 


    (iv) Reload Options. The Committee may grant Reload Options, separately or together with another Option, pursuant to
which, subject to the terms and conditions established by the Committee, the Participant would be granted a new Option when the payment of the exercise price of a previously granted option is made by
the delivery of Shares owned by the Participant pursuant to Section 6(a)(iii) of the Plan or the relevant provisions of another plan of the Company, and/or when Shares are tendered or
withheld as payment of the amount to be withheld under applicable income tax laws in connection with the exercise of an Option, which new Option would be an Option to purchase the number of Shares not
exceeding the sum of (A) the number of Shares so provided as consideration upon the exercise of the previously granted option to which such Reload Option relates and (B) the number of
Shares, if any, tendered or withheld as payment of the amount to be withheld under applicable tax laws in connection with the exercise of the option to which such Reload Option relates pursuant to the
relevant provisions of the plan or agreement relating to such option. Reload Options may be granted with respect to Options previously granted under the Plan or any other stock option plan of the
Company or may be granted in connection with any Option granted under the Plan or any other stock option plan of the Company at the time of such grant; provided, however, that Reload Options may be
granted only to Eligible Persons. Such Reload Options shall have a per share exercise price equal to the Fair Market Value of one 




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Share as of the date of grant of the new Option. Any Reload Option shall be subject to availability of sufficient Shares for grant under the Plan. 




    (b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons
subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the
excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise)
over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of
the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other
terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right
as it may deem appropriate. 


    (c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Restricted Stock and
Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall
determine: 



    (i)  Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the
Committee may impose (including, without limitation, a waiver by the Participant of the right to vote or to receive any dividend or other right or property with respect thereto), which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate, subject to the limitation that the restrictions on the Restricted
Stock or Restricted Stock Units may not lapse within one year after the date of grant for Awards granted in recognition of past performance and within three years after the date of grant for Awards
granted in all other cases; provided, however, that the Committee may permit installment vesting at a rate of up to one-third of the amount of the Award per year on the first two
anniversary dates of the grant of the Award. 


    (ii) Stock Certificates; Delivery of Shares. Any Restricted Stock granted under the Plan shall be evidenced by issuance
of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Stock certificates registered in the name of the Participant shall be delivered to the Participant
promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of
restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units. 


    (iii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant's termination of employment (as
determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by the Participant at such time
shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in
part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units, subject to the provisions of Section 3(a)(vi) of the Plan. 




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    (d) Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to
the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted
Stock and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the
achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan and any applicable Award Agreement, the performance goals to be
achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance
Award and any other terms and conditions of any Performance Award shall be determined by the Committee. 


    (e) General.



    (i)  No Cash Consideration for Awards. Awards shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law. 


    (ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either
alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any plan of the Company or any Affiliate other than the Plan. Awards granted in addition to or
in tandem with other Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different
time from the grant of such other Awards or awards. 


    (iii) Forms of Payment under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof) and may be made in a single payment or transfer, in installments or on a deferred basis,
in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of dividend equivalents with respect to installment or deferred payments. 


    (iv) Limits on Transfer of Awards. No Award and no right under any such Award shall be transferable by a Participant
other than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, transfer
Options or designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant. Each
Award or right under any Award shall be exercisable during the Participant's lifetime only by the Participant (except as otherwise provided in an Award Agreement or amendment thereto relating to an
Option pursuant to terms determined by the Committee) or, if permissible under applicable law, by the Participant's guardian or legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. 



    (v) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee. 


    (vi) Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such restrictions as 




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the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be
placed on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other securities of the Company are traded on a securities exchange, the Company shall not
be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such securities exchange. 





Section 7. Amendment and Termination; Adjustments.  



    (a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time. 


    (b) Amendments to Awards. Subject to the provisions of the Plan, the Committee may waive any conditions of or rights of
the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, if such action
would adversely affect the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof. 



    (c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. 




Section 8. Income Tax Withholding.  


    In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the federal and state taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating
to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market
Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined. 


Section 9. General Provisions.  



    (a) No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need
not be the same with respect to any Participant or with respect to different Participants. 


    (b) Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant. 


    (c) No Rights of Stockholders. Except with respect to Restricted Stock, neither a Participant nor the Participant's
legal representative shall be, or have any of the rights and privileges of, a 



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stockholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued. 


    (d) No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific
cases. 


    (e) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the
Plan or in any Award Agreement. 


    (f)  Governing Law. The internal law, and not the law of conflicts, of the State of Delaware shall govern all questions
concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award. 


    (g) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect. 


    (h) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the
Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. 


    (i)  No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share and any rights thereto shall be canceled, terminated or otherwise eliminated. 


    (j)  Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 




Section 10. Effective Date of the Plan.  


    The Plan shall be effective as of March 21, 2000. 


Section 11. Term of the Plan.  


    No Award shall be granted under the Plan after January 31, 2002 or any earlier date of discontinuation or termination established pursuant to
Section 7(a) of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board of Directors of the Company to amend the Plan, shall extend beyond that date. 


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First Amendment and Restatement of Alliant Techsystems Inc. 2000 Stock Incentive Plan