Exhibit 10.1


 


AGREEMENT


 


AND


 


GENERAL
RELEASE OF CLAIMS


 


This Agreement and
General Release of Claims (“Agreement” or “General Release”) is made and
entered into by and between Ronald D. Dittemore for himself and on behalf of
his agents, assigns, heirs, executors, administrators, attorneys and
representatives (“Mr. Dittemore”), and Alliant Techsystems Inc., a
Delaware corporation, any related corporations or affiliates, subsidiaries,
predecessors, successors and assigns, present or former officers, directors,
stockholders, board members, agents, employees, and attorneys, whether in their
individual or official capacities, delegates, benefit plans and plan
administrators, and insurers (“Company” or “ATK”).


 


WHEREAS, ATK and Mr. Dittemore
have mutually agreed that his employment shall end as provided in this
Agreement. In consideration of Mr. Dittemore signing and complying with
this Agreement, ATK agrees to provide him with certain payments and other
valuable consideration described below. Further, ATK and Mr. Dittemore
desire to resolve and settle any and all potential disputes or claims related
to Mr. Dittemore’s employment or termination of employment.


 


WHEREAS, ATK has a need
for Mr. Dittemore to help transition certain business for which he has
been responsible to a new business group formed within the Company and to
assume the special role of Senior Vice President of Strategic Partnerships. In
this position, Mr. Dittemore remains an executive officer and will report
directly to the Chief Executive Officer of ATK.


 


WHEREAS, ATK has expended
significant time and money on the promotion, advertising, and development of
goodwill and a sound business reputation through which ATK has developed a list
of customers and has spent time and resources to learn the customers’ needs for
ATK’s services and products. This information is a valuable, special and unique
asset of ATK, which Mr. Dittemore acknowledges constitutes confidential
and proprietary information.


 


WHEREAS, ATK has expended
significant time and money on technology, research and development through
which it has developed products, processes, technologies and services that are
valuable, special and unique assets of ATK, which Mr. Dittemore
acknowledges constitutes confidential and proprietary information.


 


WHEREAS, the disclosure
to or use by third parties of any of ATK’s confidential or proprietary
information or trade secrets, or Mr. Dittemore’s unauthorized use of such
information or trade secrets would seriously harm ATK’s business and cause
monetary loss that would be difficult, if not impossible, to measure.


 


THEREFORE, ATK and Mr. Dittemore
mutually agree to the following terms and conditions:


 


1.                                       Last
Day of Employment. Mr. Dittemore commits to remain as an employee of
ATK until March 31, 2009 or a different date if mutually agreed to by the
parties (“Termination Date”).


 

















 


(a)                                 Final
Paycheck. Mr. Dittemore’s final paycheck will include all salary
earned through his last day of employment. ATK will also pay Mr. Dittemore
for any accrued, but unused vacation/PTO.


 


(b)                                Transition
Payment. Mr. Dittemore will receive a single lump-sum payment in the
amount of $1,544,500 (“Transition Payment”). This payment will be made after Mr. Dittemore’s
Termination Date, but no later than June 15, 2009. It will be subject to
all applicable withholdings and will be taxable as payroll wages. No 401k Plan
deductions will be taken from the Transition Payment nor is it pensionable
earnings (for example, it is not “Earnings” or “Recognized Compensation”) for
purposes of any ATK qualified or non-qualified employee benefits plans.


 


(c)                                 Executive
Incentive Pay. Mr. Dittemore is eligible for the Executive Incentive
Plan (EIP) program for Fiscal Year 2009 (“FY09”). Payment under the EIP program
will be based solely on the actual business performance as established in the
beginning of FY09, and Mr. Dittemore will receive the full discretionary
award with no downward adjustment made to it. The amounts paid will be made in
a single lump sum payment in cash at the time all other EIP participants
receive payment. Mr. Dittemore’s payment will be based 100% on the
achievement of corporate goals.


 


(d)                                Restricted
Stock. Mr. Dittemore has one unvested restricted stock award which was
granted on October 31, 2005, for 5000 shares which according to the terms
of his Restricted Stock Award Agreement will vest upon his Termination Date.


 


(e)                                 Performance
Shares and Cash Incentive Payments. Mr. Dittemore has three
Performance Award Agreements. In accordance with these Performance Award
Agreements, Mr. Dittemore will receive a prorated number of performance
shares and a prorated cash incentive payment, as applicable, based on the
amount of active service time during the applicable fiscal year. Specifically,
assuming the last day of employment of March 31, 2009:


 


(i)                                                                                    For
the Performance Award Agreement dated April 1, 2006, for the fiscal year
2007-2009 performance period, the award will be the total earned amount.


 


(ii)                                                                                 For
the Performance Award Agreement dated March 12, 2007 for the fiscal year
2008 – 2010 performance period, the award will be prorated 24/36 of total
earned amount.


 


(iii)                                                                              For
the Performance Award Agreement dated March 10, 2008 for the fiscal year
2009 – 2011 performance period, the award will be prorated 12/36 of total
earned amount.


 


ATK expects to make
payment of each award following the completion of the applicable performance
period which ATK currently expects to be in May after each of those
periods; but in no event will the payment be later than the last day in the
calendar year in which the performance period ends. The number of shares
delivered and the amount of any cash payment depend on whether and to what
extent ATK meets the objectives that were established when the 


 


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performance awards were granted. All payments will be
taxed in accordance with the federal and state tax laws that apply and ATK
practice and will be subject to the terms of the applicable Performance Award
Agreements.


 


(f)                                   Stock
Options. All of Mr. Dittemore’s stock options have vested. All stock
options that are exercisable on Mr. Dittemore’s termination date remain
exercisable until the earlier of (i) the option’s expiration date
under the Non-Qualified Stock Option Agreement from which it was granted, or (ii) three
years from his Termination Date. All terms of the Non-Qualified Stock Option
Agreement(s) apply.


 


(g)                                Deferred
Compensation. Any compensation that has been deferred under the Alliant
Techsystems Inc. Nonqualified Deferred Compensation Plan (or predecessor plan)
shall be paid in accordance with Mr. Dittemore’s pre-selected distribution
options and the terms of that plan. There are no current outstanding deferral
elections for compensation (including salary, bonuses and performance awards).


 


(h)                                Financial
Planning. Mr. Dittemore will be provided with Ayco financial planning
for one year following his Termination Date. The value of this service will not
exceed $15,500.


 


(i)                                    Retirement
Benefits. Mr. Dittemore’s retirement benefits under the ATK defined
benefit pension plan applicable to him will be paid in accordance with his
elections under that plan. Mr. Dittemore’s non-qualified Supplemental
Executive Retirement Plan benefit will be paid in accordance with that plan’s
terms.


 


2.                                       Retention
Period. Mr. Dittemore agrees to remain working for the Company in the
position of Senior Vice President Strategic Partnership through his Termination
Date. During this period, Mr. Dittemore agrees to work diligently and in
good faith in aiding the transition of the business group for which he was
responsible, to engage fully in the continued development of business with
NASA, and to serve as ATK’s liaison with senior NASA leadership. Mr. Dittemore
will work from his primary residence during this period and will be reimbursed
for appropriate expenses to equip his place of residence to perform his
obligations. Mr. Dittemore will report to and take work direction from the
Chief Executive Officer of the Company.


 


3.                                       Post
Employment Restrictions.


 


(a)                                  Confidentiality
and Non-Disparagement. In the course of Mr. Dittemore’s employment
with ATK, he has had access to confidential and proprietary information and
trade secrets. Mr. Dittemore agrees to maintain the confidentiality of ATK’s
confidential and proprietary information and trade secrets. Mr. Dittemore
agrees not to disclose or otherwise make available to any person, company, or
other party confidential or proprietary information or trade secrets. Further, Mr. Dittemore
agrees not to make any disparaging or defamatory comments about any ATK
employee, director or officer, the Company, or any aspect of his employment or
termination from employment with ATK.


 


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(b)                                Competition
Restrictions. For a one year period following his Termination Date, Mr. Dittemore
agrees he will not directly or indirectly, personally engage in, nor own,
manage, operate, join, control, consult with, participate in the ownership,
operation or control of, be employed by any person or entity that develops,
manufactures, distributes, markets or sells services or products competitive
with those that ATK manufactures, markets or sells to any customer anywhere in
the world. This restriction includes but is not limited to those companies
listed on Exhibit A to this Agreement. If during this restricted period Mr. Dittemore
wishes to obtain employment, he agrees to meet and confer in good faith with
ATK prior to accepting such employment. Mr. Dittemore will provide ATK
with the name of any potential future employer and give ATK the right to
provide a copy of this provision to said potential employer.


 


(c)                           Non-solicitation.
For a one year period following his Termination Date, Mr. Dittemore will
not directly or indirectly solicit any of ATK’s employees for the purpose of hiring
them or inducing them to leave their employment with ATK, nor will he own,
manage, operate, join, control, consult with, participate in the ownership,
management, operation or control of, be employed by, or be connected in any
manner with any person or entity that engages in the conduct proscribed by this
paragraph during the restricted period.


 


4.                                       Return
of ATK Property. Prior to Mr. Dittemore’s last day of employment, Mr. Dittemore
will return all ATK confidential or proprietary information, credit card,
Blackberry, documents, records, correspondence, identification badge, files,
keys, software and equipment. Notwithstanding the forgoing, Mr. Dittemore
will keep the equipment and supplies provided for his home office. Further, Mr. Dittemore
will repay to ATK any amounts that he owes for personal credit card expenses,
wage advances, employee store purchases, and used, but unaccrued, vacation/PTO
time. These debts may be withheld from the Transition Payment, if any.


 


5.                                       General
Release of Claims. Except as stated in Paragraph 7, Mr. Dittemore
hereby releases and forever discharges ATK from all claims and causes of
action, whether or not he currently has knowledge of such claims and causes of
action, arising, or which may have arisen, out of or in connection with his
employment or termination of employment with ATK. This General Release
includes, but is not limited to claims, demands or actions arising under any
federal or state law such as the Age Discrimination in Employment Act (“ADEA”),
the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil
Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”),
the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security
Act of 1978 (“ERISA”), the Worker Adjustment Retraining and Notification Act (“WARN”),
the Fair Labor Standards Act (“FLSA”), the National Labor Relations Act (“NLRA”),
the Occupational Safety and Health Act (“OSHA”), the Rehabilitation Act, the
Minnesota Human Rights Act,  Minn. Stat.
Chap. 181, and the Utah Anti-Discrimination Act, all as amended.


 


This General Release includes any state human rights or fair employment
practices act, or any other federal, state or local statute, ordinance,
regulation or order regarding conditions of employment, compensation for
employment, termination of employment, or discrimination or harassment in
employment on the basis of age, gender, race, religion, disability, national
origin, sexual orientation, or any other protected characteristic, and the
common law of any state.


 


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Mr. Dittemore further understands that this General Release
extends to all claims which he may have as of this date against ATK based upon
statutory or common law claims for breach of contract, breach of employee
handbooks or other policies, breach of promises, fraud, wrongful discharge,
defamation, emotional distress, whistleblower claims, negligence, assault,
battery, or any other theory, whether legal or equitable.


 


Mr. Dittemore
agrees that this General Release includes all damages available under any
theory of recovery, including, without limitation, any compensatory damages
(including all forms of back-pay or front-pay), attorneys’ fees, liquidated
damages, punitive damages, treble damages, emotional distress damages, pain and
suffering damages, consequential damages, incidental damages, statutory fines
or penalties, and/or costs or disbursements. Except as stated in Paragraph 7, Mr. Dittemore
is completely and fully waiving any rights under the above stated statutes,
regulations, laws, or legal or equitable theories.


 


6.                                       Breach
of Agreement and General Release of Claims. If Mr. Dittemore breaches
any provision of this Agreement and General Release of Claims, then Mr. Dittemore
will not be entitled to, and shall return, the Transition Payment provided in
Paragraph 1. Nor will he be entitled to the other benefits provided under this
Agreement. ATK will be entitled to attorneys’ fees and costs incurred in its
defense including collecting the repayment of applicable consideration.


 


7.                                       Exclusions
from General Release. Mr. Dittemore is not waiving his right to
enforce the terms of this General Release or to challenge the knowing and
voluntary nature of this General Release under the ADEA, as amended, or his
right to assert claims that are based on events that happen after this General
Release becomes effective. Mr. Dittemore agrees that ATK reserves any and
all defenses, which it has or might have against any claims brought by him. These
defenses include, but are not limited to, ATK’s right to seek available costs
and attorneys’ fees, and to have any money or other damages that might be
awarded to him reduced by the amount of money paid to him pursuant to this
Agreement and General Release. Nothing in this General Release interferes with
his right to file a charge with the Equal Employment Opportunity Commission (“EEOC”)
or to participate in an EEOC investigation or proceeding. Nevertheless, Mr. Dittemore
understands that he has waived his right to recover any individual relief or
money damages, which may be awarded on such a charge.


 


8.                                       Right
to Revoke. This Agreement does not become effective for a period of fifteen
(15) days after it is signed by Mr. Dittemore and he has the right to
cancel it during that time. Any decision to revoke this Agreement must be made
in writing and hand-delivered to ATK or, if sent by mail, postmarked within the
fifteen (15) day time period and addressed to the Company’s Senior Vice
President of Human Resources, Alliant Techsystems Inc., 7480 Flying Cloud
Drive, Minneapolis, MN 55344. Mr. Dittemore understands that if he decides
to revoke this Agreement, he will not be entitled to any Transition Payment or
the other benefits provided under this Agreement.


 


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9.                                       No
Wrongdoing. By entering into this Agreement, ATK does not admit that it has
acted wrongfully with respect to the employment of Mr. Dittemore, nor does
Mr. Dittemore have any rights or claims against ATK.


 


10.                                 No
Adequate Remedy at Law. Mr. Dittemore acknowledges and agrees that his
breach of the post-employment restrictions provided in Paragraph 3 would cause
irreparable harm to the Company and the remedy at law would be inadequate. Accordingly,
if Mr. Dittemore violates any of the provisions in Paragraph 3, ATK is
entitled to injunctive relief in addition to any other legal or equitable
remedies.


 


11.                                 Choice
of Law and Venue. The terms of this Agreement will be governed by the laws
of Utah (without regard to conflict of laws principles). Any legal action to
enforce this Agreement shall be brought in a competent court of law in Salt
Lake County, Utah.


 


12.                                 Severability.
If any of the terms of this Agreement are deemed to be invalid or unenforceable
by a court of law, the validity and enforceability of the remaining provisions
of this Agreement will not in any way be affected or impaired thereby. In the
event that any court having jurisdiction of the parties should determine that
any of the post-employment restrictions set forth in Paragraph 3 of this
Agreement are overbroad or otherwise invalid in any respect, Mr. Dittemore
acknowledges and agrees that the court so holding shall construe those
provisions to cover only that scope, duration or extent of those activities which
may validly and enforceably be restricted, and shall enforce the restrictions
as so construed. The parties acknowledge the uncertainty of the law in this
respect and expressly stipulate that this Agreement shall be construed in a
manner which renders its provisions valid and enforceable to the maximum extent
(not exceeding its express terms) possible under applicable law.


 


13.                                 No
Assignment. This Agreement is personal to Mr. Dittemore and cannot be
assigned to any other person or entity.


 


14.                                 Attorneys’
Fees. Mr. Dittemore is responsible to pay his own costs and attorneys’
fees, if any, that he incurred in consulting with an attorney about this
Agreement.


 


15.                                 Entire
Agreement. This Agreement and General Release constitutes the entire
agreement between ATK and Mr. Dittemore regarding the subject matter
included in this document. Mr. Dittemore agrees that there are no promises
or understandings outside of this Agreement, except with respect to his
continuing obligations not to reveal ATK’s proprietary, confidential, and trade
secret information, as well as his obligation to maintain the confidentiality
of secret or top secret information. This Agreement supersedes and replaces all
prior or contemporaneous discussions, negotiations or understandings regarding Mr. Dittemore’s
termination of employment and the subject matter of this Agreement, whether
written or oral, except as set forth herein. Any modification or addition to
this Agreement must be in writing, signed by an officer of ATK and Mr. Dittemore.


 


16.                                 Opportunity
to Review. Mr. Dittemore certifies that he is signing this Agreement
and General Release voluntarily and with full knowledge of its consequences. He
understands that he has at least twenty-one (21) days from the date he received
this Agreement and General 


 


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Release to consider it, and that he does not have to sign
it before the end of the twenty-one (21) day period. Mr. Dittemore is
advised to use this time to consult with an attorney prior to executing this
Agreement and General Release.


 


17.                                 Understanding and Acknowledgement. Mr. Dittemore
understands all of the terms of this Agreement and General Release and has not
relied on any oral statements or explanation by ATK. Mr. Dittemore agrees he
has had adequate time to consult with legal counsel and to consider whether to
sign this Agreement and General Release and is signing it knowingly and
voluntarily.


 


IN WITNESS WHEREOF, Mr. Dittemore has executed
this Agreement and General Release by his signature below.


 


	
  Alliant
  Techsystems Inc.

  	
   

  	
  Ronald D.
  Dittemore

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Paula J.
  Patineau

  	
   

  	
  /s/ Ronald D.
  Dittemore

  
	
  By: Paula J.
  Patineau

  	
   

  	
  Signature

  
	
  Its: Senior Vice President

  	
   

  	
   

  
	
  Human Resources

  	
   

  	
   

  
	
  and
  Administrative Services

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
   6/9/08

  	
   

  	
  Date: 

  	
   18 June 2008

  
					



 


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