Exhibit 10.25.7


 


	
  

  	
  RESTRICTED STOCK 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 Restricted Stock
Award Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 2005
Stock Incentive Plan (the “Plan”), an Award as of the date (the “Award Date”),
and for the number of shares of common stock of the Company (the “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.        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 Award Date and ending as to 100% of the
Shares on the third anniversary  of the Award Date
or, if earlier, upon (a) a Change in Control, as provided in Paragraph 4
below, or (b) your death, Disability (as defined in Appendix A to this
Agreement), or involuntary layoff, as provided in Paragraph 5 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)   You may not sell, transfer, pledge or otherwise
encumber the Shares during the Restricted Period. Neither the right to receive
the Shares nor any interest under the Plan may be transferred by you, and
any attempted transfer shall be void.


 


(c)    The Company will issue the Shares in your 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, you shall be required to execute and deliver to the
Company a stock power relating to the Shares as a condition to the receipt of
this Award of Restricted Stock (as defined in the Plan).


 


(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)    You 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.        Change in Control. After a Change in Control (as defined in
Appendix A to this Agreement), the Shares shall immediately vest. 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 the vesting of the
Shares shall be governed by the provisions of the ISP.


 


5.        Forfeiture. In
the event of your termination of employment, other than by reason of death,
Disability or involuntary layoff prior to the end of the Restricted Period,
your rights to all of the Shares shall be immediately and irrevocably forfeited.
In the event of your 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
vest as of the date of such termination of employment.


 


6.        Rights. Upon
issuance of the Shares, you 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 you forfeit the
Shares.


 


7.        Income Taxes. You are liable for any federal, state and local income or other taxes
applicable upon the grant of the Restricted Stock, the vesting 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 the vesting
of the Shares, the Company will pay your required minimum statutory withholding
taxes by withholding Shares otherwise to be delivered upon the vesting of the
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 vesting date
of the 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 the Shares vesting pursuant to this Agreement 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
vesting date of the Shares, the Company will pay your required minimum
statutory withholding taxes by withholding Shares otherwise to be delivered
upon the vesting of the Shares with a Fair Market Value equal to the amount of
such taxes.


 


8.        Acknowledgment. This Award of Restricted Stock shall not be effective until
you (a) 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, and (b) if
the Company requests it, execute and deliver the stock power required by
Paragraph 3 above.


 


 


	
  ALLIANT TECHSYSTEMS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Daniel J. Murphy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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.


 


A-2