Exhibit 10.2


 


	
  

  	
  PERFORMANCE AWARD AGREEMENT

  



 


	
  GRANTED TO

  	
   

  	
  GRANT DATE

  	
   

  	
  NUMBER OF PERFORMANCE

  SHARES

  	
   

  	
  PURCHASE

  PRICE PER

  SHARE

  	
   

  	
  SOCIAL SECURITY

  NUMBER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name

  Address

  City, State, Postal

  	
   

  	
  —

  	
  —

  	
  2005

  	
   

  	
  Threshold

  Target

  Outstanding

  Stretch

  	
   

  	
  N/A

  	
   

  	
   

  
											



 


1.               The Grant.  Alliant Techsystems Inc., a Delaware
corporation (the “Company”) hereby grants to the individual named above (the “Employee”),
as of the above Grant Date, a performance award for the number of Shares
designated above (the “Performance Shares”) on the terms and conditions set
forth in this Performance Award Agreement (this “Agreement”) and in the Alliant
Techsystems Inc. 2005 Stock Incentive Plan (the “Plan”).


 


2.               Measuring Period.  The Measuring Period for purposes of
determining whether the Performance Shares will be paid shall be fiscal year 2007.


 


3.               Performance Goals. 
The Performance Goals for purposes of determining whether the
Performance Shares shall be paid are set forth in the attached Performance
Accountability Chart.


 


4.               Payment. 
The Performance Shares shall be paid if and to the extent that the
Threshold, Target, Outstanding, or Stretch performance level of the Performance
Goals is achieved, as set forth in the attached Performance Accountability
Chart and as determined by the Personnel and Compensation Committee of the
Company’s Board of Directors (the “Committee”) in its sole discretion.


 


5.               Form and Timing of Payment. 
Any shares payable pursuant to this Agreement shall be paid in shares of
common stock of the Company (the “Shares”), with one Share issued for each
Performance Share earned, except to the extent that the Committee, in its
discretion, determines that cash be paid in lieu of some or all of such
Performance Shares.  Payment of the Performance
Shares shall be made as soon as practicable after the Committee determines, in
its sole discretion after the end of the Performance Period, whether, and the
extent to which, the Performance Goals have been achieved.


 


6.               Change of Control. 
In the event of a Change of Control (as defined in the Company’s Income
Security Plan or any successor or substitute plan (the “ISP”)), the terms of
payment of the Performance Shares shall be governed by the provisions of the
ISP.


 


7.               Forfeiture. 
In the event of the Employee’s termination of employment prior to the
end of the Measuring Period, other than by reason of death, Disability (as defined in Appendix A to this
Agreement), retirement, or voluntary or involuntary layoff, all of the Employee’s
Performance Shares and rights to payment of any Shares shall be immediately and
irrevocably forfeited.  In the event of
the Employee’s termination of employment prior to the end of the Measuring
Period by reason of Disability, retirement, or voluntary or involuntary layoff,
the Employee shall be entitled to receive, after the end of the Measuring
Period, the amount determined by the Committee pursuant to this Agreement, but
prorated for the Employee’s active service time with the Company during the
period beginning April 1, 2004 through March 31, 2007.  In the event of the Employee’s death prior to
the end of the Measuring Period, the Employee’s estate shall be entitled to
receive within a practicable time after the Employee’s death payment of the
Performance Shares at the Target performance level, but prorated for the
Employee’s active service time with the Company during the period beginning April 1,
2004 through March 31, 2007.  In the
event an employee is reassigned to a position and as a result is no longer
eligible for Performance Shares, the Employee shall be entitled to receive,
after the end of the Measuring Period, the amount determined by the Committee
pursuant to this Agreement, but prorated for the Employee’s service time as an
eligible participant during the period beginning April 1, 2004 through March 31,
2007.


 


8.               Rights. 
Nothing herein shall be deemed to grant the Employee any rights as a
holder of shares of common stock of the Company unless and until the Shares are
actually issued to the Employee as provided herein.


 


9.               Income Taxes. 
The Employee is liable for any federal, state and local income or other
taxes applicable upon the grant of the Performance Shares, the receipt of the
Shares, or subsequent disposition of the Shares, and the Employee acknowledges
that he or she should consult with his or her own tax advisor regarding the
applicable tax consequences.  Upon
payment of the Performance Shares and/or issuance of the Shares by the Company,
the Employee shall promptly pay to the Company the minimum statutory
withholding taxes required to be withheld or collected by the Company upon such
payment and/or issuance of Shares.  The
Employee 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
payment of the Performance Shares 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 payment of the Performance Shares with
a Fair Market Value equal to the amount of such taxes or (c) paying cash.


 


10.         Acknowledgment.  This award of Performance
Shares shall not be effective until the Employee dates and signs the form of
Acknowledgment below and returns a signed copy of this Agreement to the
Company.  By signing the Acknowledgment,
the Employee agrees to the terms and conditions of this Agreement and the Plan
and acknowledges receipt of a copy of the Prospectus relating to the Plan.


 


	
  ACKNOWLEDGMENT:

  	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE’S SIGNATURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
  Social Security Number

  	
   

  	
  Daniel J. Murphy

  
	
   

  	
   

  	
  President & Chief Executive Officer

  
				



 





















 


APPENDIX
A


TO


PERFORMANCE
AWARD AGREEMENT


 


“Disability” means that
the Employee has been determined to have a total and permanent disability by
either


 


•              Being eligible for disability for
Social Security purposes, or


 


•              Being totally and permanently
disabled under a definition that satisfies any applicable requirements of
Internal Revenue Code Section 409A.