Exhibit 10.2


 


 


ALLIANT TECHSYSTEMS
INC.


DEFERRED FEE PLAN


FOR NON-EMPLOYEE
DIRECTORS


(As amended and
restated December 12, 2005)


 


 


1.                               Deferral Election:  A non-employee director of Alliant Techsystems Inc. (the “Company”)
electing to participate in this Plan (“Participant”) may defer the entire
amount (the “Deferred Amount”) of one or more or all of the following:  installments of annual retainer fees; Board
meeting fees (including Committee meeting fees); and Board committee chair
fees.


 


2.                               Timing of Election:  An election to defer fees payable during any calendar year must be received
by the Company by the last business day of the preceding year.  An election
to defer fees will remain in effect for all calendar years subsequent to the
date of receipt by the Company of such election to defer.  A Participant may change or rescind an
election to defer fees payable during a future calendar year by giving the
Company written notice of such change or rescission by the last business day of
the preceding year.  The deferral of fees
payable prior to the effective date of any such change or rescission shall be
irrevocable; and any such change or rescission shall be effective only for
calendar years following the receipt by the Company of such change or
rescission. Notwithstanding the foregoing, an election may be made on or before
March 15, 2005 to defer fees for 2005 and subsequent years that are payable
after the date of such election.


 


New directors may
participate in the Plan during the year they become directors by electing,
within 30 days after the date they become directors, to defer fees and/or
retainers payable for meetings and periods following such date.


 


3.                               Deferral Options:  A Participant shall have the option of having the Deferred Amount credited
to a cash unit account (“Cash Account”), a share unit account (“Share
Account”), or a combination of the two.


 


4.                               Share Accounts:  At the end of each calendar quarter a Participant’s Share Account shall be
credited with a number of units (“Share Units”) equal to (a) the portion of the
Deferred Amount for such quarter designated to be credited to the Participant’s
Share Account divided by (b) the closing price of the Company’s Common Stock
(“Stock”) as reported on the New York Stock Exchange Composite Tape (“NYSE”) on
the next to the last trading business day immediately preceding the end of such
calendar quarter.


 


Whenever
cash dividends are paid by the Company on outstanding Stock, there shall be
credited to the Share Account additional Share Units equal to (i) the aggregate
dividend that would be payable on outstanding shares of Stock equal to the
number of Share Units in the Share Account on the record date for the dividend
divided by (ii) the closing price of the Stock as reported on the NYSE on the
last trading business day immediately preceding the date of payment of the
dividend.


 


The number
of Share Units credited to a Share Account shall be adjusted as appropriate in
the event of any changes in the outstanding Stock by reason of any stock
dividend, stock split, recapitalization, merger, consolidation, combination or
exchange of stock or other similar corporate change.





















 


5.                               Cash Accounts:  At the end of each calendar quarter, a Participant’s Cash Account shall be
credited with the portion of the Deferred Amount for such quarter designated to
be credited to the Participant’s Cash Account. 
A Participant’s Cash Account balance at the beginning of each calendar
quarter shall be credited at the end of such quarter with interest for the
quarter at an annual rate equal to the average of the Company’s one-year
borrowing cost as in effect at the beginning of the quarter and the end of the
quarter, in each case as determined by the Company’s Chief Financial Officer.


 


6.                               No Account Transfers: 
A Participant may not transfer or convert a Share
Account to a Cash Account or vice versa.


 


7.                               Payment Options:  At the same time an election to defer is made, a Participant shall
irrevocably select from the following options the method by which the Share
Account/Cash Account balance(s) shall be paid:


 


A.                   One lump sum, payable on
the first business day of the calendar year following the year during which the
Participant ceases to be a director of the Company (the “Valuation Date”); or


 


B.                     In up to
ten annual installments commencing on the Valuation Date.


 


All payments made pursuant to this Plan shall be made in
cash.  The Share Units credited to a
Share Account as of the Valuation Date shall be converted to cash and credited
to a Cash Account in the following manner: 
The amount credited to the Cash Account upon such conversion shall equal
(i) the number of Share Units credited to the Share Account on the Valuation
Date, multiplied by (ii) the average of the reported closing prices of the
Stock as reported on the NYSE for the twenty consecutive trading business days
immediately preceding the Valuation Date.


 


In the case of installment payments, the Cash Account shall
be credited with interest pursuant to Section 5 above during the period that
the installment payments are being made.


 


Notwithstanding the payment option selected by a
Participant:


 


I.                         In no
event shall any payment be made with respect to amounts credited to a Cash
Account as a result of the conversion of Share Units to cash pursuant to this
Section 7 until six months after the date of the Participant’s most recent
election to defer a Deferred Amount into a Share Account; and


 


II.                     In no
event shall a Participant be entitled to receive annual installment payments if
the amount credited to the Participant’s Cash Account (including any amounts
credited thereto as a result of the conversion of Share Units to cash pursuant
to this Section 7) is less than $50,000. 
In such event, the Participant shall receive a lump sum payment on the
Valuation Date.


 


8.                               Funding:  This Plan shall be non-funded.  A Participant shall be a general unsecured
creditor of the Company with respect to his or her Share Account/Cash Account
balance(s).


 





















 


9.                               Administration:  This Plan shall be administered by the Nominating and
Governance Committee of the Board of Directors, or such other committee of
directors as may be designated by the Board, which shall have full power to
formulate additional details and regulations for carrying out this Plan and to
make interpretations of this Plan; provided that such interpretations shall not
affect the obligation of the Company to pay a Participant his or her Share
Account/Cash Account balance(s). Any election for deferral or distribution that
is inconsistent with section 409A of the Internal Revenue Code of 1986, as amended,
with respect to amounts otherwise payable after December 31, 2004 shall not be
effective.


 


10.                         Beneficiary:  A Participant may designate a beneficiary or beneficiaries
to receive payments due under the Plan in the event of the Participant’s
death.  Such designation must be received
by the Company prior to the Participant’s death.  The Participant’s Share Account/Cash Account
balance(s) shall be paid to the Participant’s beneficiary or beneficiaries in a
lump sum as soon as practicable after the Participant’s death.  Any Share Units credited to a Share Account
shall be converted to cash and credited to a Cash Account in the manner
described in Section 9 above, in which case the Valuation Date shall be the
date of the Participant’s death.  In the
absence of an effective beneficiary designation, the Participant’s Share
Account/Cash Account balance(s) shall be paid to the Participant’s estate.


 





















 


ALLIANT
TECHSYSTEMS INC.


DEFERRED
FEE PLAN


FOR
NON-EMPLOYEE DIRECTORS


 


ELECTION
TO DEFER


(See
instructions on reverse side)


 


 


TO:                            Alliant
Techsystems Inc.


 


 


Pursuant to the terms of the above Plan, I hereby make the
following election with respect to fees payable to me as a director of Alliant
Techsystems Inc. during calendar years after the date hereof:


 


	
  1.

  	
  Deferred Amount:

  	
  I hereby elect to defer the following fees according to
  the terms of the Plan (check only those fees to be deferred):

  



 


	
  A.

  	
   

  	
   

  	
   

  	
  installments
  of annual retainer fee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
   

  	
   

  	
  Board
  meeting fees (including Committee meeting fees)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
   

  	
   

  	
  Committee
  Chair fees

  



 


	
  2.

  	
  Type of Account:

  	
  I hereby elect to have my Deferred Amount allocated
  between a Share Account and Cash Account as follows:

  



 




	
  Share
  Account:

  	
   

  	
   

  	
  %

  
	
  Cash Account:

  	
   

  	
   

  	
  %

  
	
  Total

  	
   

  	
  100

  	
  %

  






 


	
  3.

  	
  Payout Methods:

  	
  I hereby elect to have my Share Account/Cash Account
  balance(s) paid out as follows:

  



 


	
  A.

  	
   

  	
   

  	
   

  	
  In one lump sum (on the first business day of the year
  after I cease being a director of 

  
	
   

  	
   

  	
   

  	
   

  	
  the Company);

  



 


or


 


	
  B.

  	
   

  	
   

  	
   

  	
  In 

  	
          

  	
   annual installments
  (commencing on the first business day of the year after 

  
	
   

  	
   

  	
   

  	
   

  	
  I cease being a director of the Company).

  



 


I understand that this election will apply
to fees payable during all future calendar years following receipt of this
election by the Company; but that if I wish to change or rescind this election
as to any future calendar year, I must so advise the Company in writing by the
last business day of the preceding year. 
I also understand that the deferral of fees payable
prior to the effective date of any such change or rescission shall be irrevocable; and that any such change or
rescission will apply only to fees payable during calendar years following the
receipt by the Company of such change or rescission.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature of
  Non-Employee Director)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  



 





















 


DESIGNATION
OF BENEFICIARY


(Please
type or print)


 


	
  Name of Director

  	
   

  	
  Marital Status: Single 

  	
   

  
	
  Social Security No.

  	
   

  	
  Married 

  	
   

  
					



 


I hereby revoke any
previous designation(s) of beneficiary made by me with respect to amounts
payable by Alliant Techsystems Inc. (the “Company”) under the Company’s
Deferred Fee Plan for Non-Employee Directors in the event of my death; and I
hereby designate the following person(s) or entity to receive, upon my death,
any such amounts:


 


Primary Beneficiary or Beneficiaries:


 


	
  Name:

  	
   

  	
  Share:

  	
   

  	
  %

  	
  Relationship:

  	
   

  	
  Birth Date:

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SS #

  	
   

  
	
  Name:

  	
   

  	
  Share:

  	
   

  	
  %

  	
  Relationship:

  	
   

  	
  Birth Date:

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SS #

  	
   

  
											



 


Contingent Beneficiary or Beneficiaries (if your Primary
Beneficiary(ies) all predecease you):


 


	
  Name:

  	
   

  	
  Share:

  	
   

  	
  %

  	
  Relationship:

  	
   

  	
  Birth Date:

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SS #

  	
   

  
	
  Name:

  	
   

  	
  Share:

  	
   

  	
  %

  	
  Relationship:

  	
   

  	
  Birth Date:

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SS #

  	
   

  
											



 


	
  Date:

  	
   

  	
   

  	
  Director’s
  Signature: