Exhibit 10.25.2


 


	
  

  	
   

  	
  NON-QUALIFIED STOCK OPTION

  AWARD AGREEMENT

  (Cliff Vesting)

  	
   

  



 


1.          The Grant. Alliant
Techsystems Inc., a Delaware corporation (the “Company”), hereby grants to you,
on the terms and conditions set forth in this Non-Qualified Stock Option Award
Agreement (this “Agreement”) and in the Alliant Techsystems Inc. 2005 Stock
Incentive Plan (the “Plan”), an option (the “Option”) (a) as of the date
(the “Grant Date”), (b) for the purchase of the number of shares of common
stock of the Company (the “Shares”), (c) at an option price per Share and (d) with
the expiration date (the “Expiration Date”), which the Company or its agent
provided to you separately in writing through an electronic notice and on-line
grant acceptance web page (the “Electronic Notice and On-Line Grant
Acceptance”).


 


2.          Exercise of Option. The exercise of the Option is subject to the following
terms and conditions:


 


(a)          The Option may be exercised only by you (or by
your appropriate representatives in the event of your death), in whole or in part from
time to time as provided in Paragraph 2(b) below, during the period
commencing on the date set forth in Paragraph 2(b) below and ending on the
earlier of (i) the Expiration Date or (ii) the expiration of the
applicable period following the date of your termination of employment with the
Company or one of its Affiliates (as defined in the Plan), as provided in
Paragraph 4 below. In no event, however, may you exercise the Option to
any extent after the Expiration Date.


 


(b)         The Option shall become exercisable in full on the third anniversary of the Grant Date.
Once the Option has become exercisable, you may exercise it at any time
thereafter, subject to the provisions of this Agreement.


 


(c)          The Option shall become immediately exercisable in
full after a Change in Control (as defined in Appendix A to this Agreement). 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 relating to the
exercisability of the Option, including whether a Change in Control has
occurred, shall be governed by the provisions of the ISP.


 


3.          Manner of Exercise. The Option shall be exercised by the delivery of
written notice of exercise (the “Notice”) to the Company or its agent. The
Notice shall be in electronic form or such other form as the Company may prescribe
and shall specify the number of Shares as to which you are exercising the
Option, and shall be accompanied by payment of the purchase price of the Shares
either in cash (certified or cashier’s check payable to the Company or by wire
transfer to the Company) or by the delivery of Shares, or both. The Notice
shall also be accompanied by such other information and documents as the
Company, in its discretion, may request.


 


4.          Termination of Employment. Subject to the provisions of Paragraph 2 above, the
Option may be exercised as provided in the Plan and this Agreement to the
following extent for the following period after your termination of employment:


 


(a)          For three years if your termination of employment is a
result of your death, prorated based on the number of whole months that have
elapsed between the Grant Date and such termination of employment;


 


(b)         For three years if your termination of employment is a
result of your retirement or involuntary layoff, to the extent exercisable on
the date of such termination of employment, provided, however, that if you die
after such termination of employment, your appropriate representatives may exercise
the Option within 180 days after your death but no later than three years after
such termination of employment;


 


(c)          For three years if your termination of employment is a
result of Disability (as defined in Appendix A to this Agreement), prorated
based on the number of whole months that have elapsed between the Grant Date
and such termination of employment, provided, however, that if you die after
such termination of employment, your appropriate representatives may exercise
the Option within 180 days after your death but no later than three years after
such termination of employment; or


 


(d)         For 90 days after your termination of employment by
reason of voluntary layoff or any other reason, other than for cause, to the
extent exercisable on the date of such termination of employment.


 


The Option may not
be exercised following your termination of employment for cause.


 


5.          Income Taxes. You are liable for any federal, state and local income or other taxes
applicable upon the grant or exercise of the Option or the disposition of the
Shares. Upon exercise of the Option, you shall promptly pay to the Company the
minimum statutory withholding taxes required to be withheld or collected by the
Company in connection with the exercise of the Option. You may pay all or
a portion of the minimum statutory withholding taxes by (a) having the
Company withhold Shares otherwise to be delivered upon the exercise of the
Option with a Fair Market Value (as defined in the Plan) equal to the amount of
such taxes, (b) delivering to the Company Shares other than Shares
issuable upon the exercise of the Option with a Fair Market Value equal to the
amount of such taxes or (c) paying cash. For federal income tax purposes,
the Option shall not be eligible for treatment as a qualified or incentive
stock option.


 


6.          Acknowledgment. This Option 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 Option in writing or electronically as specified by the Company
or its agent in the Electronic Notice and On-Line Grant Acceptance.


 


 


	
  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.


 


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