Exhibit 10.1


 


SEPARATION AGREEMENT


 


AND


 


GENERAL RELEASE OF CLAIMS


 


This Separation Agreement and General Release of
Claims (“Agreement” or “General Release”) is made and entered into by and
between John J. Cronin for himself and on behalf of his agents, assigns, heirs,
executors, administrators, attorneys and representatives (“Mr. Cronin”),
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, Mr. Cronin’s employment shall end as
provided in this General Release.  In
consideration of Mr. Cronin’s signing and complying with this General
Release, ATK agrees to provide Mr. Cronin with certain payments and other
valuable consideration described below. 
Further, ATK and Mr. Cronin desire to resolve and settle any and
all potential disputes or claims related to his employment or termination of
employment with ATK.


 


WHEREAS, ATK has expended significant time and
resources on promotion, advertising, and the development of goodwill and a
sound business reputation through which it has developed a list of customers
and prospective customers and identified those customers’ and prospective
customers’ needs for ATK’s services and products.  This information and goodwill are valuable,
special and unique assets of ATK’s business, which Mr. Cronin acknowledges
constitute confidential, proprietary and trade secret information belonging to
ATK.


 


WHEREAS, ATK has expended significant time and
resources on technology, research, and development through which it has
developed products, processes, technologies and services that are valuable,
special and unique assets of ATK’s business, which Mr. Cronin acknowledges
constitute confidential, proprietary and trade secret information belonging to
ATK.


 


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


 


THEREFORE, ATK and Mr. Cronin (the “Parties”)
mutually agree to the following terms and conditions:


 


1.             Termination of Employment.  Mr. Cronin shall cease to be an
executive officer of ATK on March 8, 2010 and Mr. Cronin’s employment
with ATK is terminated effective March 31, 2010 (“Date of Termination”).


 


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(a)           Final
Paycheck.  ATK will pay Mr. Cronin
for all salary earned through the Date of Termination within 30 days of the
Date of Termination.  ATK will also pay
for any accrued, but unused, vacation/PTO. 
Mr. Cronin’s continuing right, if any, under all other ATK employee
benefits plans will be governed by those plans.


 


(b)           Annual
Incentive Compensation. Mr. Cronin will be eligible to receive an
annual cash incentive payment pursuant to the ATK Executive Officer
Incentive Plan (“EIP”) in respect of the fiscal year ending March 31,
2010.  The amount paid (if any) under the
EIP will be based on the financial performance achieved as compared to the
performance goals established at the beginning of ATK’s current fiscal year,
subject to the terms of the EIP and ATK’s compensation system.  The EIP amount (if any) will be paid in a
single lump sum payment in cash (or deferred if the Nonqualified Deferred
Compensation Plan provides for this as a previously elected deferral) at the
time all other EIP participants receive payment of their annual cash incentive
payments for such fiscal year.


 


(c)           Restricted
Stock.  Mr. Cronin does not have
any unvested and outstanding shares of restricted stock.


 


(d)           Performance
Shares and Cash Incentive Payments.  Mr. Cronin
has four Performance Awards as specifically stated below.  These awards were granted under ATK’s 2005
Stock Incentive Plan, as amended, or ATK’s Executive Officer Incentive Plan and
the awards are subject to the terms of the applicable plan, award agreements
and ATK’s compensation system.  Nothing
in this Agreement creates any additional rights with respect to these
awards.  Mr. Cronin understands he
will remain eligible to receive a prorated number of the performance shares and
a prorated cash incentive payment earned (if any) based on the amount of active
service time during the Performance period. 
Specifically:


 


(i)                                                             For the Performance Award for the ATK
fiscal years 2008 through 2010, there will be no proration.  Mr. Cronin will be eligible to receive
100% of shares and cash based on the terms of the applicable plan.


(ii)                                                          For the Performance Award for the ATK
fiscal years 2009 through 2011, the proration is two-thirds of shares and cash.


(iii)                                                       For the Performance Award for the ATK
fiscal years 2010 through 2012, the proration is one-third of shares and cash.


(iv)                                                      For the Relative Stockholder Return
Performance Award Agreement for the ATK fiscal years 2010 through 2012 (April 1,
2009 — March 31, 2012), the proration is one-third of shares.


 


ATK expects to
make payment of these awards within 2 1⁄2 months following the completion of the
respective performance periods.  The
number of shares delivered and the amount of any cash payout depends on whether
and to what extent (if any) ATK meets the objectives set forth pursuant to the
respective Performance Awards and terms of the applicable plan.  All payments will be taxed in accordance with
the federal and state tax laws that apply and ATK practice and 


 


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will be subject to
the terms of the applicable Performance Award Agreement and the related plan.


 


(e)           Stock
Options.  All of Mr. Cronin’s
stock options are vested.  All stock
options that are exercisable on Mr. Cronin’s Date of Termination 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 Mr. Cronin’s Termination Date. 
All terms of the Non-Qualified Stock Option Agreement(s) apply.


 


(f)            Deferred
Compensation.  Any compensation Mr. Cronin
deferred under the Alliant Techsystems Inc. Nonqualified Deferred Compensation
Plan (or predecessor plan) shall be paid in accordance with his pre-selected
distribution options and the terms of that plan.


 


(g)           SERP.  Mr. Cronin’s Supplemental Executive
Retirement Plan (“SERP”) benefit will be paid pursuant to the terms of ATK’s
SERP.  Mr. Cronin is entitled to the
additional lump sum benefit in the amount of $600,000.  In accordance with the terms of the SERP, Mr. Cronin
will receive his lump sum benefit on January 31, 2011.


 


2.             Severance Benefits.  In exchange for the promises of this agreement,
and after the applicable revocation period has ended, ATK will provide Mr. Cronin
with the severance benefits contained in the Executive Severance Plan and with
any additional benefits identified in this Paragraph 2 (together referred to as
“Severance Benefits”), provided that Mr. Cronin has not revoked this
General Release during the revocation period outlined in Paragraph 8 below:


 


(a)           Severance
Pay.  Pursuant to ATK’s Executive
Severance Plan, ATK will pay Mr. Cronin a single lump-sum severance payment
in the amount of $420,000, which is equal to 12 months base pay.  This severance payment will be subject to all
applicable withholdings and will be taxable as payroll wages at the
supplemental wage withholding rate.  No
401(k) deductions will be taken from the 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.  This severance payment may be subject to
additional deductions as described below in Paragraph 4.


 


(b)           Additional
Lump Sum.  Mr. Cronin is
eligible to receive a single lump-sum payment in the amount of $15,000 to
offset the cost of continuing health care coverage.  This amount will be subject to all applicable
withholdings and will be taxable as payroll wages.  No 401(k) deductions will be taken from
the 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)           Outplacement Services.  Mr. Cronin will be entitled to
participate in executive level outplacement services through Lee Hecht
Harrison.


 


(d)           Financial Planning.  Mr. Cronin will be eligible to use AYCO
Financial Services for a period of 1 year following the Date of Termination.


 


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(e)           Independent Consideration.  Mr. Cronin understands and agrees that
he is only eligible for Severance Benefits because he has signed and not
revoked this General Release.  Mr. Cronin
acknowledges that he is not otherwise entitled to receive such additional and
valuable consideration.  Except as
otherwise provided in Paragraph 7, by Mr. Cronin’s signature on this
General Release, he waives all rights to any other benefits or cash
payments.  Further, Mr. Cronin
agrees that these Severance Benefits are adequate consideration for the
promises herein.


 


(f)            Delivery of Severance Pay and
Additional Lump Sum.  ATK will pay Mr. Cronin
the cash amounts under paragraph 2(a) and (b), no sooner than this Termination
Date and no later than the 15th day of the third calendar month after his Date
of Termination, provided the time period for his right to revoke under
paragraph 8 has also elapsed.  That
delivery date may be delayed further if necessary to be compliant with Section 409A
of the Internal Revenue Code of 1986, as amended.


 


3.             Post Employment
Restrictions.


 


(a)           Confidentiality and
Non-Disparagement.  Mr. Cronin
acknowledges that in the course of his employment with ATK, he has had access
to ATK’s confidential, proprietary and trade secret information.  Mr. Cronin agrees to maintain the
confidentiality of ATK’s confidential, proprietary and trade secret
information, and will not disclose or otherwise make such information available
to any person, company, or other party, or use such information for Mr. Cronin’s
own benefit.  Further, Mr. Cronin
agrees not to make any negative, 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.  ATK agrees that its senior management,
directors and officers will not make any negative, disparaging or defamatory
comments about Mr. Cronin or any aspect of his employment or termination
from employment with ATK.


 


(b)           Competition Restrictions.  From March 9, 2010 through March 8,
2011 (“Restricted Period”), Mr. Cronin agrees that he will not, directly
or indirectly, personally engage in, own, manage, operate, join, control,
consult with, participate in the ownership, operation or control of, or be
employed by: the composite aerostructure operations of GKN Aerospace, the
Missile Systems business of the Raytheon Company, (‘Raytheon Missile Systems,
Tucson, AZ’), the Armament Systems business unit of BAE Systems (‘BAE Armaments
Systems Business Unit, US Combat Systems, Minneapolis, Minnesota’), Aerojet,
Hitco Carbon Composites, Inc., the tank and medium caliber ammunition
business of General Dynamics Corporation (‘General Dynamics Ordnance and
Tactical Systems, Niceville, Fla’).  The
parties hereto acknowledge that the foregoing restrictions shall not be
construed so as to prevent Mr. Cronin from accepting employment or
otherwise becoming involved with any of such companies outside the organizations
or locations listed herein provided Mr. Cronin advises such companies that
he is bound by the provisions of this Paragraph 3(b).  If during the Restricted Period Mr. Cronin
wishes to obtain other employment which Mr. Cronin in good faith believes
would not violate this Paragraph 3(b), he agrees to meet and confer in good
faith with 


 


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ATK regarding the applicability of this Paragraph 3(b) to
such employment, prior to accepting such employment.


 


(c)         Nonsolicitation.  During the Restricted Period, Mr. Cronin
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 Mr. Cronin 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.


 


(d)         Breach of Post-Employment
Restrictions.  If Mr. Cronin
breaches any of his obligations under this Paragraph 3, then he will not be
entitled to, and shall return, 25 percent of the Severance Pay provided in
Paragraph 2(a).  ATK will be entitled to
attorneys’ fees and costs incurred in seeking injunctive relief and damages
including collecting the repayment of applicable consideration; provided,
however, that if it shall be determined that Mr. Cronin has not breached
his obligations, Mr. Cronin will be entitled to reimbursement from ATK for
his attorneys’ fees and costs.  Such
action on the part of ATK will not in any way affect the enforceability of the
General Release of Claims provided in Paragraph 5, which is adequately
supported by the remaining Severance Benefits provided in Paragraph 2.


 


4.             Return of ATK Property.  Before his last day of employment, Mr. Cronin
agrees to return all ATK property in his possession or control including, but
not limited to, confidential or proprietary information, credit card, computer,
cell phone, Blackberry, documents, records, correspondence, identification
badge, files, keys, software, and equipment. 
Further, Mr. Cronin agrees to 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 amounts, if any, may be withheld from Mr. Cronin’s severance
payment.


 


5.             General Release of Claims.  Except as stated in Paragraph 7, Mr. Cronin
hereby releases and forever discharges ATK from all claims and causes of
action, whether or not Mr. Cronin currently has knowledge of such claims
and causes of action, arising, or which may have arisen, prior to Mr. Cronin’s
execution of this Agreement and 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 Civil Rights
Act of 1991, the Americans with Disabilities Act (“ADA”), the Equal Pay Act, 42
U.S.C. §§ 1981, 1983 and 1985, the Family Medical Leave Act (“FMLA”), the
Employee Retirement Income Security Act of 1974 (“ERISA”), the Worker
Adjustment Retraining and Notification Act (“WARN”), the National Labor
Relations Act (“NLRA”), the Occupational Safety and Health Act (“OSHA”), the
Sarbanes-Oxley Act, and the Rehabilitation Act, all as amended.  This
General Release specifically includes any rights or claims arising  under the Maryland Fair
Employment Practices Act, Md. Code Ann. §§ 49B-1—49B-43, and Md. Code Ann.
§§ 3-301—3-309.


 


This General Release includes any rights or claims arising
under any state human rights or fair employment practices act, or any other
federal, state or local statute, ordinance, regulation or 


 


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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.


 


Mr. Cronin agrees that this General Release extends
to all claims, demands or causes of action which he may have against ATK which
arose prior to Mr. Cronin’s execution of this Agreement 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. Cronin 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. Cronin is completely and fully
waiving any rights under the above stated statutes, regulations, laws, or legal
or equitable theories.


 


6.             Breach of General Release of Claims.  If Mr. Cronin breaches any provision of
the General Release of Claims provided in Paragraph 5, then he will not be
entitled to, and shall return, 75 percent of the Severance Pay provided in
Paragraph 2(a).  ATK will be entitled to
attorneys’ fees and costs incurred in its defense including collecting the
repayment of applicable consideration. 
Such action on the part of ATK will not in any way affect the
enforceability of the Post-Employment Restrictions provided in Paragraph 3,
which are adequately supported by the remaining Severance Benefits provided in
Paragraph 2.


 


7.             Exclusions from General Release.  Mr. Cronin is not waiving his rights to
any vested pension and/or 401(k) benefits pursuant to these ERISA
plans.  In addition, Mr. Cronin is
not waiving any rights to indemnification to which he may be entitled under ATK’s
bylaws, in any separate agreement or other document, or under applicable law in
connection with actions and omissions taken in his capacity as an executive
officer of ATK.  Mr. Cronin also 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, demands or causes of action,
including but not limited to claims under the ADEA, that arise after Mr. Cronin
executes this General Release.  Mr. Cronin
agrees that ATK reserves any and all defenses, which it has or might have
against any claims, demands or causes of action brought by Mr. Cronin.  This includes, but is 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 Mr. Cronin, reduced by the amount
of money paid to him under to this General Release.  Nothing in this General Release interferes
with Mr. Cronin’s right to file a charge with the Equal Employment
Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or
proceeding.  Nevertheless, Mr. Cronin
understands that he has waived his right to recover any individual relief or
money damages, which may be awarded on such a charge.


 


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8.             General Release of Claims by ATK. ATK hereby
releases and forever discharges Mr. Cronin from all claims and causes of
action, whether known or unknown, arising, or which may have arisen, out of or
in connection with his employment or termination of employment with ATK.  This is a General Release and extends to all
claims which ATK may have as of this date against Mr. Cronin under any
theory, whether legal or equitable.


 


9.             Right to Revoke. This General Release does not
become effective for a period of seven (7) days after Mr. Cronin
signs it and Mr. Cronin has the right to cancel it during that time.  Any decision to revoke this General Release
must be made in writing and hand-delivered to ATK or, if sent by mail,
postmarked within the seven (7) day time period and addressed to Keith
Ross, Sr. Vice President and General Counsel, Alliant Techsystems Inc.,
7480 Flying Cloud Drive, Minneapolis, MN 55344. 
Mr. Cronin understands that if he decides to revoke this General
Release, he will not be entitled to any Severance Benefits.


 


10.           Unemployment Compensation Benefits.  If Mr. Cronin applies for unemployment
compensation, ATK will not challenge his entitlement to such benefits.  Mr. Cronin understands that ATK does not
decide whether a person is eligible for unemployment compensation benefits, or
the amount of the benefit.


 


11.           No Wrongdoing.  By entering into this General Release, ATK
does not admit that it has acted wrongfully with respect to Mr. Cronin’s
employment or that he has any rights or claims against it.


 


12.           No Adequate Remedy at Law.  Mr. Cronin acknowledges and agrees that
his breach of the Post-Employment Restrictions provided in Paragraph 3 would
cause irreparable harm to ATK and the remedy at law would be inadequate.  Accordingly, if Mr. Cronin violates such
Paragraph, ATK is entitled to injunctive relief in addition to any other legal
or equitable remedies.


 


13.           Choice of Law and Venue.  The terms of this General Release will be
governed by the laws of Maryland (without regard to conflict of laws
principles).  Any legal action to enforce
this General Release shall be brought in a competent court of law in Baltimore
County, Maryland.


 


14.           Severability.  If any of the terms of this General Release
are deemed to be invalid or unenforceable by a court of law, the validity and
enforceability of the remaining provisions of this General Release will not in
any way be affected or impaired.  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
General Release are overbroad or otherwise invalid in any respect, Mr. Cronin
acknowledges and agrees that the court so holding shall construe those
provision 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.


 


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15.           No Assignment.  This General Release is personal to Mr. Cronin
and cannot be assigned to any other person or entity.


 


16.           Attorneys’ Fees.  Mr. Cronin understands that he is
responsible to pay his own costs and attorneys’ fees, if any, which are
incurred in consulting with an attorney about this General Release.


 


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


 


18.           Eligibility and Opportunity to
Review.


 


(a)           All employees who are eligible to
participate in the Executive Severance Plan must execute and not revoke this
General Release in order to receive Severance Benefits.


 


(b)           Mr. Cronin certifies that he is
signing this General Release voluntarily and with full knowledge of its
consequences.  Mr. Cronin
understands that he has twenty-one (21) days from the date he received this
General Release to consider it, and that he does not have to sign it before the
end of the twenty-one (21) day period.  Mr. Cronin
is advised to use this time to consult with an attorney prior to executing this
General Release.  Mr. Cronin agrees
that if he signs this General Release prior to the twenty-first day, he did so
because he had sufficient time to review and consider the General Release and
to consult with an attorney if he wished to do so.


 


(c)           Mr. Cronin understands that the
offer to accept this General Release remains open for twenty-one (21)
days.  Changes to this General Release,
whether material or immaterial, do not restart the twenty-one (21) day
period.  If Mr. Cronin has not
signed this General Release within twenty-one (21) days of receiving it, then
this offer expires and ATK will be under no obligation to accept this General
Release or to provide any Severance Benefits.


 


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


 


Signatures on Next
Page


 


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Mr. Cronin
executes this General Release by his signature below.


 


	
  Date: 1 April,
  2010

  	
  John J. Cronin

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John J.
  Cronin

  
	
   

  	
  Employee’s
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: 4/7/10

  	
  Alliant
  Techsystems Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Keith D.
  Ross

  
	
   

  	
  By: Keith D.
  Ross

  
	
   

  	
  Its: Senior Vice
  President & General Counsel

  



 


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