EXHIBIT 10.12


 


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 Carl A.  Marchetto for himself and on behalf of his
agents, assigns, heirs, executors, administrators, attorneys and
representatives (“Mr.  Marchetto”), 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.  Marchetto’s employment shall end as provided in this
General Release.  In consideration of Mr. 
Marchetto signing and complying with this General Release, ATK agrees to
provide him with certain payments and other valuable consideration described
below.  Further, ATK and Mr. 
Marchetto desire to resolve and settle any and all potential disputes or claims
related to his employment or termination of employment.


 


WHEREAS, ATK has expended significant time and money on promotion,
advertising, and the development of goodwill and a sound business reputation
through which ATK has developed a list of customers and 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’s business, which Mr.  Marchetto 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’s
business, which Mr.  Marchetto acknowledges constitute 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. 
Marchetto 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.  Marchetto (the “Parties”) mutually agree
to the following terms and conditions:


 


1.                                       Last
Day of Employment.  Mr. Marchetto’s
employment with ATK is terminated effective January 2, 2009.


 


(a)                                  Final
Paycheck.  ATK will pay Mr. Marchetto
for all salary earned through the effective date of the termination of his
employment with ATK.  ATK will also pay 


 

















 


for any accrued, but unused vacation/PTO.  Mr. Marchetto’s continuing right, if
any, under all other ATK employee benefits plans will be governed by those
plans.


 


(b)                                 Restricted
Stock.  Mr. Marchetto has one
unvested restricted stock award which was granted on December 31, 2007,
for 7300 shares.  Pursuant to the
Restricted Stock Award Agreement, 3650 shares (which is 1/2 of the original
grant) will vest on December 31, 2008. 
Also pursuant to that agreement, the other 3650 shares will vest upon
his termination date of January 2, 2009.


 


(c)                                  Performance
Share and Cash Incentive Payment.  Mr. Marchetto
has a Performance Share Award Agreement for the Measuring Period of ATK fiscal
year 2009 through 2011.  In accordance
with that Performance Award Agreement, Mr. Marchetto will receive a
prorated number of performance shares and a prorated cash incentive payment;
this proration is 9/36.  The number of
shares delivered and the amount of any cash payment depend on the plan terms
and whether and to what extent ATK meets the objectives that were established
when the performance award was granted.


 


ATK expects to make payment of this award following the completion of
the performance period which ATK currently expects to be in May 2011; but
in no event will the payment be later than the last day in the calendar year in
which the performance period ends.  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.


 


(d)                                 Executive
Incentive Plan.  Mr. Marchetto
will be eligible to receive an Executive Incentive Plan (EIP) payment for ATK
Fiscal Year 2009.  Such payment will be
prorated based on his 9/12 months of employment in ATK FY09 and based on the
performance and terms as established in the beginning of the fiscal year.  This amount will be paid in a single lump sum
payment in cash at the time all other EIP participants receive payment


 


(e)                                  Deferred
Compensation.  Any compensation Mr. 
Marchetto deferred under the Alliant Techsystems Inc. Nonqualified Deferred
Compensation Plan shall be paid in accordance with his pre-selected
distribution options and the terms of that plan.  All existing deferral elections will be
governed by the Alliant Techsystems Inc. 
Nonqualified Deferred Compensation Plan terms.


 


2.                                       Severance
Benefits.  In exchange for the
promises of this Agreement, and after the applicable revocation period has ended,
ATK will provide Mr. Marchetto 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”):


 


(a)                                  Severance
Pay.  ATK will pay Mr. Marchetto
a single lump-sum severance payment in the amount of $420,000, which is equal
to twelve months base pay.  This
severance payment will be subject to all applicable withholdings and will be
taxable as payroll wages and provided the seven day revocation period has
expired (in accordance with paragraph 9) will be paid no later than January 23,
2009.  No 401(k) deductions will be
taken from the 


 


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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.


 


(b)                                 Additional
Lump Sum.  Mr. Marchetto 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 401k 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.  Marchetto will
be entitled to participate in executive level outplacement services through Lee
Hecht Harrison.


 


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


 


3.                                       Post
Employment Restrictions.


 


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


 


(b)                                 Competition
Restrictions.  From January 3,
2009 through January 2, 2010, Mr. Marchetto agrees that 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 distributes, markets or sells services
or products competitive with ATK’s space craft business, which ATK
manufactures, markets or sells to any customer anywhere in the world.  This is not meant to restrict Mr. Marchetto’s
ability to work for any entity that develops or manufactures services or
products for its own use and not for resale as component parts to others.  If during this restricted period Mr. Marchetto
wishes to obtain other non-competitive employment, he agrees to meet and confer
in good faith with ATK, prior to accepting such employment.  Mr. Marchetto will provide ATK with the
name of any potential 


 


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future employer and give ATK the right to provide a
copy of this provision to said potential employer.


 


(c)                                  Non-solicitation.  From January 3, 2009 through January 2,
2010, Mr. Marchetto will not, directly or indirectly, on behalf of himself
or others, hire, solicit, recommend for employment, identify as a potential job
candidate, or take any other action that could reasonably lead any then-current
ATK employee (or any employee who was employed by ATK as of January 2,
2009) to terminate his or her employment with ATK or to provide services to a
person or entity other than ATK, nor will Mr.  Marchetto 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.  Before his last day
of employment, Mr.  Marchetto agrees to return all ATK property in his
possession or control including, but not limited to, confidential or
proprietary information, credit card, Blackberry, cell phone, computer,
documents, records, correspondence, identification badge, files, keys,
software, and equipment.  Further, Mr.  Marchetto
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/PT0 time.  These debts, if any,
may be withheld from Mr.  Marchetto severance payment.


 


5.                                       General
Release of Claims By Mr. Marchetto. 
Except as stated in Paragraph 7, Mr.  Marchetto hereby releases and
forever discharges ATK from all claims and causes of action, whether or not Mr. 
Marchetto 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
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, the Minn. Stat. Chap. 181, and the Virginia Human
Rights 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.


 


Mr.  Marchetto agrees 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, 


 


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defamation, emotional distress, whistleblower claims, negligence,
assault, battery, or any other theory, whether legal or equitable.


 


Mr.  Marchetto 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.  Marchetto 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.  Marchetto breaches any provision of this Agreement and
General Release of Claims, then Mr.  Marchetto will not be entitled to,
and shall return, the Severance Benefits provided in Paragraph 2.  Nor will he be entitled to the other benefits
provided under this Agreement.  The
prevailing party in any action to enforce this Agreement will be entitled to
reasonable attorneys’ fees and costs, including in any action under this
Paragraph to collect the repayment of applicable consideration.


 


7.                                       Exclusions
from General Release.  Nothing in
this Agreement shall release any claims or rights that Mr. Marchetto might
have to indemnity and/or contribution from ATK in a third-party claim against
him in his capacity as an officer and employee of ATK.  Mr.  Marchetto also is not waiving any
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. 
Marchetto agrees that ATK reserves any and all defenses, which it has or might
have against any claims brought by Mr.  Marchetto.  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 Mr.  Marchetto, reduced by
the amount of money paid to him under this Agreement and General Release.  Nothing in this General Release interferes
with Mr.  Marchetto’s right to file a charge with the Equal Employment
Opportunity Commission (“EEOC”) or to participate in an EEOC investigation or
proceeding.  Nevertheless, Mr.  Marchetto
understands that he has waived his right to recover any individual relief or
money damages, which may be awarded on such a charge.


 


8.                                       General
Release of Claims By ATK.  ATK hereby
releases and forever discharges Mr. Marchetto from all claims and causes
of action, whether or not ATK 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 is a General Release and extends to all
claims which ATK may have as of this date against Mr. Marchetto 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. 
Marchetto signs it and Mr.  Marchetto 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 


 


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addressed to Paula Patineau, Senior Vice President of Human Resources,
Alliant Techsystems Inc., 7480 Flying Cloud Drive, Eden Prairie, MN 55344.  Mr.  Marchetto 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. 
Marchetto applies for unemployment compensation, ATK will not challenge his
entitlement to such benefits.  Mr. 
Marchetto understands that ATK does not decide whether any 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.  Marchetto employment or that he has any rights or claims against
it.


 


12.                                 No
Adequate Remedy at Law.  Mr. 
Marchetto 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.  Marchetto violates
any of the provisions of Paragraph 3, 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 Virginia (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 Fairfax County, VA.


 


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. 
Marchetto 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 that 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.


 


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


 


16.                                 Attorneys’
Fees.  Mr.  Marchetto
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.  Marchetto regarding
the subject matter included in this document. 
Mr.  Marchetto 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 


 


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secret information, as well as his obligations to maintain the
confidentiality of secret or top secret information.  This General Release supersedes and replaces
all prior or contemporaneous discussions, negotiations or understandings
regarding Mr.  Marchetto’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 General Release must be in writing, signed by an officer of ATK and Mr. 
Marchetto.


 


18.                                 Offer
and Opportunity to Review.


 


(a)                                  Mr. 
Marchetto certifies that he is signing this General Release voluntarily and
with full knowledge of its consequences. 
Mr.  Marchetto 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.  Marchetto is advised to use this
time to consult with an attorney prior to executing this General Release.


 


(b)                                 Mr. 
Marchetto understands that the offer to accept this General Release remains
open for twenty-one (21) days.  If Mr. 
Marchetto 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.  Marchetto
understands all of the terms of this General Release and has not relied on any
oral statements or explanation by ATK.  Mr. 
Marchetto has had adequate time to consult with legal counsel and to consider
whether to sign this General Release, and Mr.  Marchetto is signing it
knowingly and voluntarily.


 


IN WITNESS WHEREOF, Mr.  Marchetto and ATK execute this Agreement
and General Release by their signatures below.


 


	
  ALLIANT TECHSYSTEMS INC.

  	
   

  	
  Carl A. Marchetto

  
	
   

  	
   

  	
   

  
	
  /s/ Paula J. Patineau

  	
   

  	
  /s/ Carl A. Marchetto

  
	
  By: Paula J. Patineau

  	
   

  	
  Signature

  
	
  Its: Senior Vice President

  	
   

  	
   

  
	
  Human Resources and Administrative Services 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  12/16/08

  	
   

  	
  Date:

  	
  12-17-2008

  
					



 


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