Exhibit 10.14.8


 


	
  

  	
   

  PERFORMANCE
  GROWTH 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.

  



 


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