Exhibit 10.1


 


	
  

  	
  

  RESTRICTED STOCK AGREEMENT

  	
   

  



 


	
  GRANTED TO

  	
   

  	
  GRANT DATE

  	
   

  	
  NUMBER OF SHARES

  OF COMMON STOCK

  	
   

  	
  PURCHASE PRICE

  PER SHARE

  	
   

  	
  SOCIAL SECURITY

  NUMBER

  	
   

  
	
   

  	
   

  	
              , 200  

  	
   

  	
   

  	
   

  	
   

  	
  $       .    

  	
   

  	
   

  	
   

  
											



 


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 Shares of Common Stock of the
Company (the “Shares”) on the terms and conditions set forth in this Restricted
Stock Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 1990
Equity Incentive Plan (the “Plan”).


 


2.        Restricted Period.  The Shares are
subject to the restrictions contained in this Agreement and the Plan for a
period (the “Restricted Period”) commencing on the Grant Date and ending as to 100% of the Shares on the third anniversary  of the Grant Date or, if earlier, upon the Employee’s
death,  Disability (as defined in the
Plan), or involuntary layoff, as provided in Paragraph 4 below.


 


3.        Restrictions.  The Shares shall be subject to the
following restrictions during the Restricted Period:


 


(a)                    The Shares shall be subject to forfeiture to the
Company as provided in this Agreement and the Plan.


 


(b)                   The Shares may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of during the Restricted
Period.  Neither the right to receive the
Shares nor any interest under the Plan may be assigned by the Employee, and any
attempted assignment shall be void.


 


(c)                    The Shares will be issued in the Employee’s name,
either by book-entry registration or issuance of a stock certificate or
certificates, which certificate or certificates shall be held by the
Company.  The Shares shall be restricted
from transfer and shall be subject to an appropriate stop-transfer order.  If any certificate is issued, the certificate
shall bear an appropriate legend referring to the restrictions applicable to
the Shares.  If any certificate is
issued, the Employee shall be required to execute and deliver to the Company a
stock power relating to the Shares as a condition to the receipt fo this award
of Restricted Stock.


 


(d)                   Any securities or property (other than cash) that may
be issued with respect to the Shares as a result of any stock dividend, stock
split, business combination or other event shall be subject to the restrictions
and other terms and conditions contained in this Agreement.


 


(e)                    The Employee shall not be entitled to receive any
Shares prior to the completion of any registration or qualification of the Shares
under any federal or state law or governmental rule or regulation that the
Company, in its sole discretion, determines to be necessary or advisable.


 


4.        Forfeiture.  In the event of the Employee’s Termination of
Employment, other than by reason of death, Disability or involuntary layoff
prior to the end of the Restricted Period, the Employee’s rights to all of the
Shares shall be immediately and irrevocably forfeited.  In the event of the Employee’s Termination of
Employment by reason of death, Disability or involuntary layoff prior to the
end of the Restricted Period, the restrictions with respect to all of the
Shares shall lapse and the Shares shall become nonforfeitable as of the date of
such Termination of Employment.


 


5.        Rights.  Upon issuance of the Shares, the Employee
shall, subject to the restrictions of this Agreement and the Plan, have all of
the rights of a stockholder with respect to the Shares, including the right to
vote the Shares and receive any cash dividends and any other distributions
thereon, unless and until the Shares are forfeited.


 


6.        Income Taxes.  The Employee is liable for any
federal, state and local income or other taxes applicable upon the grant of the
Restricted Stock, the lapse of the restrictions on the Shares or the 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 the lapse of the
restrictions on the Shares, 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 an amount necessary to pay, all applicable taxes required by the
Company to be withheld or collected upon the lapse of the restriction of the
Shares.


 


7.        Deferral of Shares. 
Notwithstanding any provisions of this Agreement to the contrary, the
Personnel and Compensation Committee of the Company’s Board of Directors may
unilaterally defer payment of the Restricted Stock pursuant to and in
accordance with the terms of the Company’s Nonqualified Deferred Compensation
Plan (the “NDCP”) and, in such event, the Shares shall be forfeited by the
Employee and transferred to and reacquired by the Company, and the value of
such Shares and any subsequent payment of such value shall be governed by the
terms of the NDCP.


 


8.        Acknowledgment.  This award of Restricted Stock
to the Employee shall not be effective until the Employee dates and signs the
form of Acknowledgment below and returns to the Company a signed copy of this
Agreement and, if reqeusted by the Company, the stock power required by
Paragraph 3 above.  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

  	
   

  	
  Daniel J. Murphy

  
	
   

  	
   

  	
  Chairman & Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
  SOCIAL SECURITY NUMBER