Exhibit 10.14.9


 


	
  

  	
   

  RELATIVE STOCKHOLDER RETURN
  PERFORMANCE  AWARD AGREEMENT

  



 


1.        The Grant.  Alliant
Techsystems Inc., a Delaware corporation (the “Company”), hereby grants to you,
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”), a Performance Award as of the date, and for the number of Shares (the “Performance
Shares”), which the Company or its agent provided to you separately in writing
through an electronic notice and on-line award acceptance web page (the “Electronic
Notice and On-Line Award Acceptance”).


 


2.        Measuring
Period.  The Measuring
Period for purposes of determining whether the Company will pay you the
Performance Shares shall be fiscal years 2010
through 2012.


 


3.        Performance
Goals.  The Performance Goals for
purposes of determining whether the Company will pay you the Performance Shares
are set forth in the Performance Accountability Chart, which the Company
provided to you separately in writing.


 


4.        Payment.  The Company will pay you the Performance
Shares if and to the extent that the Performance Goals are achieved, as set
forth in the 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. The Company will pay you any shares payable pursuant
to this Agreement in shares of common stock of the Company (the “Shares”), with
one Share issued for each Performance Share earned.  The Company will pay you the Performance
Shares as soon as practicable after the Committee determines, in its sole
discretion, after the end of the Measuring Period, whether, and the extent to
which, the Performance Goals have been achieved, but in no event later than 2 1⁄2
months after the end of the Measuring Period.


 


6.        Change
in Control.  After a
Change in Control (as defined in Appendix A to this Agreement), the Performance
Shares shall immediately be payable at the threshold performance level, but
prorated for your active service time with the Company during the Measuring
Period.  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 of payment of the Performance Shares
shall be governed by the provisions of the ISP.


 


7.        Forfeiture.  In the event of your 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 your Performance Shares and rights to payment of any
Shares shall be immediately and irrevocably forfeited.  In the event of your termination of
employment prior to the end of the Measuring Period by reason of Disability,
retirement, or voluntary or involuntary layoff, you shall be entitled to
receive, after the end of the Measuring Period, the number of Shares determined
by the Committee pursuant to this Agreement, but prorated for your active
service time with the Company during the Measuring Period.  In the event of your death prior to the end
of the Measuring Period, your estate shall be entitled to receive, within a
practicable time after your death, payment of the Performance Shares at the threshold performance level, but
prorated for your active service time with the Company during the Measuring
Period.  In the event you are reassigned
to a position and as a result you are no longer eligible for Performance Shares,
you shall be entitled to receive, after the end of the Measuring Period, the
number of Shares determined by the Committee pursuant to this Agreement, but
prorated for your service time as an eligible participant during the Measuring
Period.


 


8.        Rights.  Nothing herein shall be deemed to grant you
any rights as a holder of Shares unless and until the Company actually issues
the Shares to you as provided herein.


 


9.        Income
Taxes.  You are 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 you acknowledge that you should consult with your own tax advisor
regarding the applicable tax consequences. 
Upon payment of the Performance Shares and/or issuance of the Shares to
you, the Company will pay your required minimum statutory withholding taxes by
withholding 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.  Alternatively,
if you notify the Company prior to the end of the Measuring Period, you may
elect to pay all or a portion of the minimum statutory withholding taxes by (a) 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 (b) paying cash, provided that if you do not deliver such Shares or
cash to the Company by the second business day after the payment date of the
Performance Shares, the Company will pay your required minimum statutory
withholding taxes by withholding Shares otherwise to be delivered upon the
payment of the Performance Shares with a Fair Market Value equal to the amount
of such taxes.


 


10.  Acknowledgment.  This Award of Performance Shares 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 Award in writing or electronically as specified by the
Company or its agent in the Electronic Notice and On-Line Award Acceptance.


 


	
  ALLIANT TECHSYSTEMS INC.

  
	
  

  
	
   

  
	
  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.


 


A-2