Exhibit
10.1


Non-Employee
Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan


Section 1.  The Program.


1.1  Effective Date; Duration; Administration.  The Non-Employee Director
Restricted Stock Award and Stock Deferral Program (“Program”) is being adopted
under the Alliant Techsystems Inc. 2005 Stock Incentive Plan (“Plan”),
effective October 30, 2006.  No Award
shall be made under this Program after the date of termination of the 2005 Stock
Incentive Plan.  The Program shall be
subject to the provisions of the Plan and the terms and conditions set forth in
this document.  This Program shall be
administered in accordance with the Plan.


1.2  Definitions.  Capitalized terms used in this document shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein.
(a)  “Non-Employee Director” means a Director who is not also an employee of the Company or one of the Company’s Affiliates.
(b)  “Change in Control” shall have the meaning set forth in Appendix B to this Program.
Section 2.  Restricted Stock Awards.
2.1  Award Dates.
(a)  As of the date of each annual meeting of the Company’s stockholders (“Annual Meeting”) beginning with the 2007 Annual Meeting, each Non-Employee Director who is elected or reelected to the Board at such Annual Meeting shall be awarded shares of Restricted Stock with a Fair Market Value of $75,000 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of such Annual Meeting.
(b)  A Non-Employee Director who is first elected to the Board on or after August 7, 2006 and other than at an Annual Meeting shall be awarded shares of Restricted Stock as of the Director’s first day of service as a Non-Employee Director with a Fair Market Value of $75,000.00 (rounded to the nearest whole share) as determined by the closing sale price of the Shares on the date of Award.
(c)  A Director may elect, in writing, on or prior to any date as of which the Director is entitled to receive a Restricted Stock Award to waive the Director’s right to receive the Award and instead receive an equal number of deferred Restricted Stock Units, subject to the provisions of Appendix A of this Program.

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2.2  Issuance of Stock.  As promptly as practicable after the date as of which a Restricted Stock Award is made, the Company shall issues Shares to the Non-Employee Director, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company.
2.3  Rights of Holders of Restricted Stock.  Upon issuance of the shares of Restricted Stock, the Director shall have, subject to the restrictions of this Program and the Plan, all of the rights of a stockholder with respect to the Shares, including the right to vote the Shares and receive any cash dividends and any other distributions thereon, unless and until the Shares are forfeited.


2.4  Restricted
Period.  Restricted Stock
shall be subject to the restrictions set forth in Sections 2.5 and 2.7 of this
Program and the provisions of the Plan for a period (the “Restricted Period”)
commencing on the date as of which the Restricted Stock is awarded (the “Award
Date”) and ending on the earlier of:


(a)           the first anniversary of
the Award Date; or


(b)           the first to occur of
the following:


(i)                                     the retirement of the Director from the Board in
compliance with the Board’s retirement policy as then in effect;


(ii)                                  the death of the Director;


(iii)                               the termination of the Director’s service on the
Board because the Director has been determined to be eligible for Social
Security disability benefits (“Disability”); or


(iv)                              the termination of the Director’s service on the
Board following a Change in Control of the Company.


2.5  Forfeiture
of Restricted Stock.  As of
the date (“Termination Date”) a Director ceases to be a member of the Board for
any reason, the Director shall forfeit to the Company all shares of Restricted
Stock awarded to the Director for which the Restricted Period has not ended as
of or prior to the Termination Date.


2.6  Release of Restricted Stock.  Restricted Stock shall be released to the Director, free and clear of all restrictions and other provisions of this Program or the Plan, on the first business day immediately following the last day of the Restricted Period.  Shares will be delivered to the Director as promptly as practicable after the end of the Restricted Period.
2.7  Restrictions.  Restricted Stock shall be subject to the following restrictions during the Restricted Period:
(a)  The Restricted Stock shall be subject to forfeiture to the Company as provided in Section 2.5 of this Program.

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(b)  The Restricted Stock may not be sold, transferred, pledged or otherwise encumbered during the Restricted Period, and neither the right to receive the Shares nor any interest under this Program or the Plan may be transferred by a Director, and any attempted transfer shall be void.
(c)  Any securities or property (other than cash) that may be issued with respect to the shares of Restricted Stock as a result of any stock dividend, stock split, business combination or other event shall be subject to the restrictions and other provisions of this Program and the Plan.
(d) The issuance of Restricted Stock and the delivery of the Shares shall be subject to and contingent upon the completion of any registration or qualification of the Shares under any federal or state law or governmental rule or regulation that the Company, in its sole discretion, determines to be necessary or advisable.

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Appendix A
to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan


Section 1.  Purpose and Effect.


(a)           This Appendix A to the
Non-Employee Director Restricted Stock Award and Stock Deferral Program under
the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “Program”)
authorizes the deferral of income that would otherwise be recognized upon the
lapse of restrictions applicable to Restricted Stock Awards under the Plan.


(b)           In accordance with the
rules set forth in this Appendix A, Directors may waive their rights to receive
Restricted Stock Awards under the Program and instead receive an equal number
of deferred Restricted Stock Units in a deferred restricted stock unit account
(“Deferred Restricted Stock Unit Account”) by making a timely deferral election
in accordance with the provisions of this Appendix A (a “Deferral Election”).


Section 2.  Deferral Election.


(a)           A Non-Employee Director
may make a Deferral Election in accordance with this Appendix A on or before
December 31 of the year preceding the date of the Annual Meeting
at which the Restricted Stock Award is to be made under the Program.  If a Director’s initial election to the Board
does not occur at an Annual Meeting, the Director may make a Deferral Election
within 30 days after the date of being elected to the Board with respect to the
Restricted Stock Award that would otherwise be granted as of the date of the
next Annual Meeting.  Directors first elected
to the Board at an Annual Meeting are not eligible to make a Deferral Election
with respect to the Restricted Stock Award for the year of election to the
Board.  A Director whose initial election
to the Board does not occur at an Annual Meeting may make a Deferral Election
with respect to the Restricted Stock Award that would otherwise be granted upon
initial election to the Board no later than 30 days after first being elected
to the Board provided that such election occurs prior to commencement of
service as a Director.


(b)           A Deferral Election made
pursuant to this Section 2 shall be timely made in writing and shall specify
the time of payment in accordance with the rules for payment under Section 4 of
this Appendix A.  Any Deferral Election
made pursuant to this Section 2 shall be irrevocable and shall apply to 100%,
and not less than 100%, of the shares subject to the Restricted Stock
Award.  A Deferral Election will be
applicable to all future Restricted Stock Awards unless and until the Deferral
Election is rescinded in writing by the Non-Employee Director delivered to the
Company (to the attention of the Corporate Secretary) by the time prescribed in
Section 2(a) of this Appendix A.



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(c)           Deferral Elections and
beneficiary designations made pursuant to this Appendix A must be made in
writing on forms substantially similar to the forms set forth in Exhibit I to
this Appendix A, and shall be subject to such other procedural rules as the
Committee may establish.  The election
forms must be received by the Company (to the attention of the Corporate
Secretary) by the time prescribed in Section 2(a) of this Appendix A.


Section 3.  Deferred
Restricted Stock Unit Account. 
A Deferred Restricted Stock Unit Account shall be established and
maintained for each Director who has made a Deferral Election, subject to the
following rules:


(a)           For each share of
Restricted Stock deferred, a Restricted Stock Unit shall be credited to the
Director’s Deferred Restricted Stock Unit Account as of the date the Restricted
Stock Award otherwise would have been granted. 
The Restricted Stock Units shall be subject to forfeiture during the
Restricted Period specified in Section 2.4 of this Program and any Deferred
Restricted Stock Units in the Account shall be forfeited if the vesting
requirement is not satisfied prior to the Payment Date specified in Section 4
of this Appendix A.  No Shares will be
issued to a Director until the Payment Date, as specified in Section 4 of this
Appendix A.


(b)           On each payment date for
any cash dividends paid on Shares of the Company, the Company shall pay to each
Director an amount equal to the cash dividends that would be payable by the
Company on a number Shares equal to the number of Restricted Stock Units in the
Director’s Deferred Restricted Stock Unit Account as of such payment date.  Such amounts shall be paid directly to each
Director in cash and shall not be eligible for deferral under this Program.


(c)           The number of units
credited to the Director’s Deferred Restricted Stock Unit Account shall be
appropriately and equitably adjusted to reflect any change in the outstanding
Shares of the Company in the event of any dividend or other distribution,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, or other similar corporate
transaction or event affecting the Shares.


(d)           Directors who elect to
make a Deferral Election in accordance with this Appendix A will have no rights
as stockholders of the Company with respect to Restricted Stock Units credited
to their Deferred Restricted Stock Unit Accounts.


Section 4.  Payment of
Deferred Amounts.


(a)           Payment of the aggregate
value of the Restricted Stock Units in the Director’s Account shall be made in
a lump sum at the time specified by the Director in his or her Deferral
Election (the “Payment Date”). 
Notwithstanding the foregoing, in all events payment of a Director’s
entire Deferred Restricted Stock Unit Account, subject to the expiration of the
Restricted Period, shall be made in a lump sum as soon as administratively
feasible following the termination of the Director’s service on the Board for
any reason.  The date of retirement or
termination of service of a Director shall constitute the Payment Date for
purposes of this Appendix A.


(b)           Payment of the aggregate
value of the Restricted Stock Units in a Director’s Deferred Restricted Stock
Unit Account shall be made solely in the form of Shares.  As promptly 



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as practicable following the Payment Date, the Company shall pay to the
Director a number of Shares equal to the number of Restricted Stock Units in
the Director’s Account on the Payment Date. 
The delivery of the Shares shall be subject to and contingent upon the
completion of any registration or qualification of the Shares under any federal
or state law or governmental rule or regulation that the Company, in its sole
discretion, determines to be necessary or advisable.


Section 5.  Payment in Event
of Death of Non-Employee Director. 
A Director shall submit to the Company a written designation of the
beneficiary or beneficiaries to whom payment of the aggregate value of the
Director’s Deferred Restricted Stock Unit Account shall be made in the event of
the Director’s death.  Beneficiary
designations must be in writing on forms substantially similar to the form set
forth in Exhibit I to this Appendix A and shall be subject to such other
procedural rules as the Committee may establish.  Beneficiary designations shall become
effective only when received by the Company. 
If no beneficiary designation form is on file with the Company on the
date of death of the Director, or if no beneficiary is living on the Payment
Date, the Director’s Account shall be distributed to the representative of the
Director’s estate.  Payment to the
Director’s designated beneficiary shall be made in the form of Shares in
accordance with the provisions of this Program.


Section 6.  Unfunded and
Unsecured Program.  The
Director’s Deferred Restricted Stock Unit Account shall be hypothetical in
nature and shall be maintained for bookkeeping purposes only.  The Deferred Restricted Stock Unit Account
shall be unfunded for tax purposes and no provision shall be made at any time
with respect to segregating assets of the Company for payment of amounts in the
Deferred Restricted Stock Unit Account. 
The obligation of the Company to make payments pursuant to this Appendix
A constitutes an unsecured but legally enforceable promise of the Company to make
such payments.


Section 7.  Construction.  This Appendix A is intended to comply with
section 409A of the Internal Revenue Code of 1986, as amended.  Any Deferral Election that is inconsistent
with Code section 409A shall not be effective.



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Exhibit I to Appendix A
to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan


DEFERRAL ELECTION FORM


	
  TO:

  	
   

  	
  Alliant Techsystems Inc.

  
	
   

  	
   

  	
  Attn: 
  Assistant Corporate Secretary

  



 


Pursuant
to the terms and conditions of the Alliant Techsystems Inc. Non-Employee
Director Restricted Stock Award and Stock Deferral Program (the “Program”), I
hereby make the following irrevocable Deferral Election with respect to my
future Restricted Stock Award or Awards as indicated below.


All
capitalized terms not expressly defined in this Deferral Election Form shall
have the meanings set forth in the Program.


1.   Deferral Election: I
hereby irrevocably:


(a) elect to defer 100% of my Restricted
Stock Awards that would otherwise be granted to me after the end of this
calendar year (or, if newly elected to the Board, after the date of this
Deferral Election) and until rescinded by me for Restricted Stock Awards in
future calendar years in accordance with the Program; and


(b) agree that such Restricted Stock Awards
shall be waived.


 


2.   Time of Payment:                                           I hereby irrevocably elect to have my Deferred
Restricted Stock Unit Account paid out at the following time:


 —    as soon as administratively practicable after I cease to be a
Director of the Company; or


 


 —    at
such other time as here specified                                                                                                                                  


(at least
one year after the Award Date and not later than my termination of service as a
Director or such                       


earlier
date as the Program may require).                                                                                                                                       


 


I understand that all payments of my Deferred Restricted Stock Unit Account
will be made in the form of Shares in accordance with the terms of the Program.



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This Deferral Election is made as of the date of my
signature below.  I understand and
acknowledge that to be effective this Deferral Election Form must be fully and
properly completed and received by the Company in accordance with the terms of
the Program.


I understand that the foregoing elections are irrevocable
and will apply to all of the Restricted Stock Awards to be granted to me after
the effective date of this Deferral Election unless and until I rescind this
election for future Restricted Stock Awards to be made in the following
calendar year and thereafter after my rescission is delivered in accordance
with the Program.


I certify that the foregoing elections are not being made
in reliance upon any financial or tax advice given by the Company.  I understand that I should consult my own tax
advisor as to the tax consequences of my Deferral Elections.


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Non-Employee Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Received by the Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alliant Techsystems Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged:

  	
   

  	
   

  	
   

  
	
   

  	
  Name and
  Title

  	
   

  	
   

  
	
   

  	
  Office
  of the Corporate Secretary

  	
   

  	
   

  
						



 



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Exhibit I to Appendix A
to
Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan


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 Non-Employee Director Restricted Stock Award and Stock
Deferral Program 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 #

  	
   

  	
   

  
												



 


If none of my Primary or Contingent Beneficiaries
survive me, any such accounts shall be paid to my estate. If you are
designating a trust as the beneficiary, please include the name of the Trust,
the name, address and phone number of the Trustee, the Federal tax  I.D. number of the Trust, if available (in
the Social Security number box), and in the Relationship box, write “Trustee”.
If you are naming a charity, provide the name of the person to whom
correspondence regarding the benefit may be addressed, the name, address, phone
number and the Federal tax I.D. number of the charity (if available).


	
  Date:

  	
   

  	
   

  	
  Director’s Signature:

  	
   

  



 



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Appendix B

to

Non-Employee Director

Restricted Stock Award and Stock Deferral Program

Under the

Alliant Techsystems Inc.

2005 Stock Incentive Plan


“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.



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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 Award Date set forth in
the Program 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.


 



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