Exhibit
10.3


 


ALLIANT TECHSYSTEMS INC.


Defined Contribution Supplemental Executive Retirement Plan


Master Plan Document


First Effective January 1, 2007















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Eligibility

  
	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Eligibility

  
	
  2.2

  	
   

  	
  Termination of a Participant’s Eligibility

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Company Contribution Amounts;Vesting; Crediting;
  Taxes

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Company Contribution Amount

  
	
  3.2

  	
   

  	
  Crediting of Amounts after Benefit Distribution

  
	
  3.3

  	
   

  	
  Vesting

  
	
  3.4

  	
   

  	
  Crediting and Debiting of Account Balances

  
	
  3.5

  	
   

  	
  FICA and Other Taxes

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Distribution of Benefits

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Benefit Distribution Date

  
	
  4.2

  	
   

  	
  Actual Payment Date

  
	
  4.3

  	
   

  	
  Payment in Cash

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  Beneficiary Designation

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Beneficiary

  
	
  5.2

  	
   

  	
  Beneficiary Designation; Change; Spousal Consent

  
	
  5.3

  	
   

  	
  Receipt

  
	
  5.4

  	
   

  	
  No Beneficiary Designation

  
	
  5.5

  	
   

  	
  Doubt as to Beneficiary

  
	
  5.6

  	
   

  	
  Discharge of Obligations

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Leave of Absence

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Paid Leave of Absence

  
	
  6.1

  	
   

  	
  Unpaid Leave of Absence

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  Termination of Plan, Amendment or Modification

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Termination of Plan

  
	
  7.2

  	
   

  	
  Amendment

  
	
  7.3

  	
   

  	
  Effect of Payment

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  Administration

  



 



 i
 






 



 


	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Committee Duties

  
	
  8.2

  	
   

  	
  Agents

  
	
  8.3

  	
   

  	
  Binding Effect of Decisions

  
	
  8.4

  	
   

  	
  Indemnity

  
	
  8.5

  	
   

  	
  Employer Information

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  Other Benefits and Agreements

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Coordination with Other Benefits

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Trust

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Establishment of the Trust

  
	
  10.2

  	
   

  	
  Interrelationship of the Plan and the Trust

  
	
  10.3

  	
   

  	
  Distributions From the Trust

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Claims Procedures

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Presentation of Claim

  
	
  11.2

  	
   

  	
  Notification of Decision

  
	
  11.3

  	
   

  	
  Review of a Denied Claim

  
	
  11.4

  	
   

  	
  Decision on Review

  
	
  11.5

  	
   

  	
  Legal Action

  
	
  11.6

  	
   

  	
  Determinations

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Status of Plan

  
	
  12.2

  	
   

  	
  Unsecured General Creditor

  
	
  12.3

  	
   

  	
  Employer’s Liability

  
	
  12.4

  	
   

  	
  Nonassignability

  
	
  12.5

  	
   

  	
  Not a Contract of Employment

  
	
  12.6

  	
   

  	
  Furnishing Information

  
	
  12.7

  	
   

  	
  Terms

  
	
  12.8

  	
   

  	
  Captions

  
	
  12.9

  	
   

  	
  Governing Law

  
	
  12.10

  	
   

  	
  Notice

  
	
  12.11

  	
   

  	
  Successors

  
	
  12.12

  	
   

  	
  Spouse’s Interest

  
	
  12.13

  	
   

  	
  Validity

  
	
  12.14

  	
   

  	
  Incompetent

  
	
  12.15

  	
   

  	
  Deduction Limitation on Benefit Payments

  



 



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  12.16

  	
   

  	
  Insurance

  



 



 iii














 


ALLIANT TECHSYSTEMS INC.


DEFINED CONTRIBUTION SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


First Effective January
1, 2007


Statement of Plan


ALLIANT TECHSYSTEMS INC.,
a Delaware corporation (hereinafter, the “Company”), hereby creates a
nonqualified, unfunded, deferred compensation plan for the benefit of a select
group of management and highly compensated employees whose non-elective
contributions for a Plan Year under the 401(k) Plan are limited by section
401(a)(17) of the Code or as a result of the Participant’s deferrals under the
Nonqualified Deferred Compensation Plan.


The purpose of this Plan is to provide specified
benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business
success of the Company and its subsidiaries. 
This Plan is nonqualified and unfunded for tax purposes and for purposes
of Title I of ERISA.


ARTICLE 1


Definitions


 


For the purposes of this Plan, unless otherwise
clearly apparent from the context, the following phrases or terms shall have
the following indicated meanings:


1.1                                 “Account
Balance” shall mean, with respect to a Participant, an entry on the records of
the Employer equal to the sum of the Participant’s Annual Accounts. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.


1.2                                 “Administrator”
shall mean the Company, the Committee, and any person or committee of persons
responsible for performing administrative functions under this Plan.


1.3                                 “Annual
Account” shall mean, with respect to a Participant, an entry on the records of
the Employer equal to the following amount: (i) the sum of the Participant’s
Company Contribution Amount for any one Plan Year, plus (ii) amounts credited
or debited to such amounts pursuant to this Plan, less (iii) all distributions
made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Annual Account for such Plan Year.  The Annual Account shall be a bookkeeping
entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.


1.4                                 “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 5, that are entitled to receive benefits under
this Plan upon the death of a Participant.


1.5                                 “Beneficiary
Designation Form” shall mean the form established from time to time by the
Senior Vice President of Human Resources that a Participant completes, signs
and returns to the Company to designate one or more Beneficiaries.



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1.6                                 “Benefit
Distribution Date” shall mean the date that triggers distribution of a
Participant’s vested Account Balance.  A
Participant’s Benefit Distribution Date shall be the earliest to occur of any
one of the following:


(a)                                  If
the Participant experiences a Termination of Employment, his or her Benefit
Distribution Date shall be the later of (i) the first day of the seventh month
following the month in which the Participant experiences a Termination of
Employment or (ii) the January 31 of the calendar year following the calendar
year in which the Participant experiences a Termination of Employment; or


(b)                                 As
soon as administratively practicable after the Company is provided with proof
that is satisfactory to the Senior Vice President of Human Resources of the
Participant’s death, if the Participant dies prior to the complete distribution
of his or her vested Account Balance.


1.7                                 “Board”
shall mean the board of directors of the Company.


1.8                                 
“Claimant” shall have the meaning set forth in Section 11.1.


1.9                                 “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


1.10                           
“Committee” shall mean the Personnel and Compensation Committee (also known as
the “P&C”) of the Board of Directors of the Company or any successor
committee of the Board.


1.11                           “Company”
shall mean ALLIANT TECHSYSTEMS INC., a Delaware corporation, and any successor
to all or substantially all of the Company’s assets or business.


1.12                           “Company
Contribution Account” shall mean (i) the sum of the Participant’s Company
Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s
Company Contribution Account in accordance with this Plan, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Company Contribution Account.


1.13                           “Company
Contribution Amount” shall mean, for any one Plan Year, the amount determined
in accordance with Section 3.1.


1.14                           “Deduction
Limitation” shall mean the limitation on a benefit that may otherwise be
distributable pursuant to the provisions of this Plan, as set forth in Section
12.15.


1.15                           “Employee”
shall mean a person who is an employee of any Employer.


1.16                           “Employer(s)”
shall mean the Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that have employees who participate in the Plan.


1.17                           “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time.


1.18                           “401(k)
NEC” shall mean any non-elective contribution made on behalf of eligible
participants under the 401(k) Plan that is based on age and service points, as
amended from time to time.



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1.19                           “401(k)
NEC Percentage” shall mean the percentage of Recognized Compensation used for
purposes of determining an eligible participant’s 401(k) NEC (as may be amended
under the 401(k) Plan from time to time) and which is currently one of the
following:




	
  Points

  	
   

  	
  Percentage

  
	
  Less than 40

  	
   

  	
  2.5%

  
	
  40 to 59

  	
   

  	
  3.0%

  
	
  60 or more

  	
   

  	
  4.0%

  






 


1.20                           “401(k)
Plan” shall mean the ALLIANT TECHSYSTEMS INC. 401(k) Plan, as amended from time
to time.


1.21                           “Investment
Election Form” shall mean the form, which may be in electronic format,
established from time to time by the PRC that a Participant completes, signs
and returns to the Company to make an election under the Plan.


1.22                           “Nonqualified
Deferred Compensation Plan” shall mean the ALLIANT TECHSYSTEMS INC.
Nonqualified Deferred Compensation Plan, as amended from time to time.


1.23                           “Participant”
shall mean any Employee who is selected to participate in the Plan.


1.24                           “Plan”
shall mean the ALLIANT TECHSYSTEMS INC. Defined Contribution Supplemental
Executive Retirement Plan, which shall be evidenced by this instrument, as it
may be amended from time to time.


1.25                           “Plan
Year” shall mean a period
beginning on January 1 of each calendar year and continuing through December 31
of such calendar year.


1.26                           “PRC”
shall mean the ATK Pension and Retirement Committee.


1.27                           “Recognized
Compensation” shall mean, for the period in which such amounts are paid,
Recognized Compensation as defined under the 401(k) Plan (as amended from time
to time); provided, however, that in determining a Participant’s Recognized
Compensation for purposes of this Plan there shall be included:  (i) deferrals under the Nonqualified Deferred
Compensation Plan to the extent that such compensation would have been
recognized as Recognized Compensation under the 401(k) Plan in the Plan Year
that it would have been paid had there been no deferral, and (ii) compensation
that would have been recognized as Recognized Compensation under the 401(k)
Plan for the Plan Year in which paid without regard to the dollar limitation in
effect under section 401(a)(17) of the Code.


1.28                           “Section
16 Officer” shall mean an “officer” of the Company as defined in the rules
promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended.


1.29                           “Senior
Vice President of Human Resources” shall mean the most senior officer of the
Company in charge of the human resources function at the time the action is
taken with respect to the Plan.


1.30                           “Terminate
the Plan” or “Termination of the Plan” shall mean a determination by the Committee
that (i) all Participants shall no longer be eligible to participate in
the Plan, (ii) all deferral elections for such Participants shall terminate,
and (iii) such Participants shall no longer be eligible to receive Company
contributions under this Plan.



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1.31                           “Termination
of Employment” shall mean the separation from service with all Employers,
voluntarily or involuntarily, for any reason other than death or an authorized
leave of absence.


1.32                           “Trust”
shall mean one or more trusts established by the Company in accordance with
Article 10.


1.33                           “Vesting
Service” shall mean an Employee’s period of “Vesting Service” as determined
under the 401(k) Plan.


ARTICLE 2


Eligibility


 


2.1                                 Eligibility.  An employee of the Employer shall be eligible
to receive a credit in accordance with Section 3 for a Plan Year if:  (i) such employee is a participant in the
401(k) Plan and such employee’s 401(k) NEC for the Plan Year is reduced by
section 401(a)(17) of the Code; or (ii) such employee is a participant in the
401(k) Plan and the Nonqualified Deferred Compensation Plan and such employee’s
401(k) NEC for the Plan Year is reduced due to the employee’s deferrals under
the Nonqualified Deferred Compensation Plan.


2.2                                 Termination of a Participant’s Eligibility.  In the event that a Participant is no longer
eligible to receive credits under this Plan, the Participant’s Account Balance
shall continue to be governed by the terms of this Plan until such time as the
Participant’s Account Balance is paid in accordance with the terms of this
Plan.


ARTICLE 3


Company Contribution Amounts; 


Vesting; Crediting; Taxes


 


3.1                                 Company Contribution Amount.  If a Participant is eligible for a 401(k) NEC
for any Plan Year, a Participant’s Company Contribution Amount for that Plan
Year shall be equal to:


(a)                                  a
credit equal to the product of the Participant’s 401(k) NEC Percentage times
the Participant’s Recognized Compensation for the Plan Year, if any, in excess
of the annual compensation limit in effect for such Plan Year under section
401(a)(17) of the Code; and


(b)                                 a
credit equal to the product of the Participant’s 401(k) NEC Percentage times
the Recognized Compensation, if any, the Participant deferred under the
Nonqualified Deferred Compensation Plan to the extent that such compensation
would have been recognized as “Recognized Compensation” under the 401(k) Plan
in the Plan Year that it would have been paid had there been no deferral under
the Non-Qualified Deferred Compensation Plan.



 4
 






 



3.2                                 Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to
the contrary, if the complete distribution of a Participant’s vested Account
Balance occurs prior to the date on which any portion of the Company
Contribution Amount would otherwise be credited to the Participant’s Account
Balance, such amounts shall not be credited to the Participant’s Account
Balance, but shall be paid to the Participant in a single lump sum as soon as
administratively practicable after the amount can be determined.


3.3                                 Vesting.  A Participant shall become vested in his or
her Account Balance in accordance with the following schedule:




	
  Vesting Service Completed

  	
   

  	
  Vested Percentage

  
	
  Less than 3

  	
   

  	
  0%

  
	
  3 or more

  	
   

  	
  100%

  






 


Notwithstanding the foregoing, all benefits under this Plan shall be
permanently forfeited upon the determination by the PRC (or by the Committee
for Section 16 Officers) that the Participant, either before or after
Termination of Employment:


(a)                                  engaged
in a criminal or fraudulent conduct resulting in material harm to the Company
or an affiliate of the Company; or


(b)                                 made
an unauthorized disclosure to any competitor of any material confidential
information, trade information or trade secrets of the Company or an affiliate
of the Company; or


(c)                                  provided
Company or an affiliate of Company with materially false reports concerning his
or her business interests or employment; or


(d)                                 made
materially false representations which are relied upon by Company or an
affiliate of Company in furnishing information to an affiliate, partner,
stockholders, accountants, auditor, a stock exchange, the Securities and
Exchange Commission or any regulatory or governmental agency; or


(e)                                  maintained
an undisclosed, unauthorized and material conflict of interest in the discharge
of the duties owed by him or her to the Company or an affiliate of the Company;
or


(f)                                    engaged
in conduct causing a serious violation of state or federal law by Company or an
affiliate of Company; or


(g)                                 engaged
in theft of assets or funds of the Company or an affiliate of the Company; or


(h)                                 has
been convicted of any crime which directly or indirectly arose out of his her
employment relationship with the Company or an affiliate of the Company or
materially



 5
 






 



affected his or her ability to discharge the duties of his or her
employment with the Company or an affiliate of the Company; or


(i)                                     engaged
during his or her employment with an Employer or within two (2) years after
termination of employment with an Employer in any employment with a competitor,
or engaged in any activity in competition with the Company, without the consent
of the Company.


3.4                                 Crediting and Debiting of Account Balances.  In accordance with, and subject to, the rules
and procedures that are established from time to time by the PRC, amounts shall
be credited or debited to a Participant’s Account Balance in accordance with
the following rules:


(a)                                  Measurement Funds.  The Participant may elect one or more of the
measurement funds selected by the PRC, in its sole discretion, which are based
on certain mutual funds or other collective investment vehicles (the “Measurement
Funds”), for the purpose of crediting or debiting additional amounts to his or
her Account Balance.  As necessary, the
PRC may, in its sole discretion, discontinue, substitute or add a Measurement
Fund.  Each such action will take effect
as of the first day of the first calendar quarter that begins at least 30 days
after the day on which the PRC gives Participants advance written notice of
such change.  Notwithstanding the above,
no Measurement Fund shall be based primarily on common stock or other
securities of the Company.


(b)                                 Election of Measurement Funds.  A Participant, in connection with his or her
initial commencement of participation in the Plan, shall elect, on the
Investment Election Form, one or more Measurement Fund(s) (as described in
Section 3.4(a) above) to be used to determine the amounts to be credited or
debited to his or her Account Balance. 
If a Participant does not elect any of the Measurement Funds as
described in the previous sentence, the Participant’s Account Balance shall
automatically be allocated into the Measurement Fund as determined by the PRC
from time to time, in its sole discretion. 
The Participant may (but is not required to) elect, by submitting an Investment
Election Form to the Company that is accepted by the Company, to add or delete
one or more Measurement Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance, or to change the portion of
his or her Account Balance allocated to each previously or newly elected
Measurement Fund.  If an election is made
in accordance with the previous sentence, it shall apply as of the first
business day that is administratively practicable, and shall continue
thereafter for each subsequent day in which the Participant participates in the
Plan, unless changed in accordance with the previous sentence.


(c)                                  Proportionate Allocation.  In making any election described in Section
3.4(b) above, the Participant shall specify on the Investment Election Form, in
increments of 1%, the percentage of his or her Account Balance or Measurement
Fund, as applicable, to be allocated/reallocated.


(d)                                 Crediting or Debiting Method.  The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the
manner in which



 6
 






 



such Participant’s Account Balance has been
hypothetically allocated among the Measurement Funds by the Participant.


(e)                                  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation of his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall  not be considered or
construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund.  In the
event that the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of the investments
on which the Measurement Funds are based, no Participant shall have any rights
in or to such investments themselves.  Without
limiting the foregoing, a Participant’s Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at all times
remain an unsecured creditor of the Company.


3.5                                 FICA and Other Taxes.


(a)                                  Company Contribution Account.  When a Participant’s Annual Account is
credited with a Company Contribution Amount (or, if such amount is subject to a
vesting schedule, when such Participant is vested in such amount), the
Participant’s Employer(s) shall withhold, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Company Contribution Amount.  If
necessary, the Company may reduce the vested portion of the Participant’s
Company Contribution Account, as applicable, in order to comply with this
Section 3.5.


(b)                                 Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


ARTICLE 4


Distribution of Benefits


 


4.1                                 Benefit Distribution Date.  A Participant who dies or experiences a
Termination of Employment shall receive his or her vested Account Balance,
calculated as of the close of business on the Participant’s Benefit
Distribution Date.  If the calculation
date is not a business day, then such calculation shall be made on the
immediately preceding business day.


4.2                                 Actual Payment Date.  The Account Balance shall be paid to the
Participant (or the Participant’s Beneficiary(ies), as applicable) in a lump
sum payment no later than 60 days after the Participant’s Benefit Distribution
Date.


4.3                                 Payment in Cash.  Payment of a Participant’s Account Balance
shall be made in cash.


 



 7














 


ARTICLE
5


Beneficiary Designation



5.1                                 Beneficiary.  Each
Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits
payable under the Plan to a beneficiary upon the death of a Participant.  The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under any
other plan of an Employer in which the Participant participates.


5.2                                 Beneficiary Designation; Change; Spousal Consent.  A
Participant shall designate his or her Beneficiary by completing and signing
the Beneficiary Designation Form, and returning it to the Company.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Company’s rules and procedures, as in
effect from time to time.  If the
Participant names someone other than his or her spouse as a Beneficiary, the
Senior Vice President of Human Resources may, in his or her sole discretion,
determine that spousal consent is required to be provided in a form designated
by the Senior Vice President of Human Resources, executed by such Participant’s
spouse and returned to the Company.  Upon
the acceptance by the Company of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.  The Company shall be entitled to rely on the
last Beneficiary Designation Form filed by the Participant and accepted by the
Company prior to his or her death.


5.3                                 Receipt.  No designation or change in designation of a
Beneficiary shall be effective until received in writing by the Company.


5.4                                 No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 5.1, 5.2 and 5.3 above or, if all
designated Beneficia­ries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


5.5                                 Doubt as to Beneficiary.  If the Senior Vice President of Human
Resources has any doubt as to the proper Beneficiary to receive payments
pursuant to this Plan, he or she shall have the right, exercisable in his or
her discretion, to cause the Participant’s Employer to withhold such payments
until this matter is resolved to his or her satisfaction.


5.6                                 Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary (as the Beneficiary is determined by the Senior Vice President of
Human Resources) shall fully and completely discharge the Company, the
Employer, the Committee, the PRC and the Vice President of Human Resources from
all further obligations under this Plan with respect to the Participant.


ARTICLE 6


Leave of Absence



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6.1                                 Paid Leave of Absence.  If a Participant is authorized by the Participant’s
Employer to take a paid leave of absence from the employment of the Employer,
the Participant shall remain in the Plan until the Participant becomes eligible
for the benefits as provided in Article 4 in accordance with the provisions of
that Article.


6.2                                 Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take an unpaid leave of absence from the employ­ment
of the Employer for any reason, the Participant shall remain in the Plan until
the Participant becomes eligible for the benefits as provided in Article 4 in
accordance with the provisions of that Article.


ARTICLE 7


Termination of Plan, Amendment or Modification


 


7.1                                 Termination of Plan.  Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time
in the future.  Accordingly, the Company
reserves the right to Terminate the Plan (as defined in Section 1.30).  In the event of a Termination of the Plan,
the Measurement Funds available to Participants following the Termination of
the Plan shall be comparable in number and type to those Measurement Funds
available to Participants in the Plan Year preceding the Plan Year in which the
Termination of the Plan is effective.  Following a Termination of the Plan,
Participant Account Balances shall remain in the Plan until the Participant
becomes eligible for the benefits provided in Article 4 in accordance with the
provisions of that Article.  The Termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become entitled to
the payment of any benefits under the Plan as of the date of termination;
provided, however, that to the extent permissible under
Code Section 409A and related Treasury Regulations and guidance,
including but not limited to such guidance and Regulations as may be
issued after the effective date of this Plan, if there is a Termination of the
Plan with respect to all Participants, the Company shall have the right, in its
sole discre­tion, and notwith­standing any elections made by the Participant,
to immediately pay all benefits in a lump sum following such Termination of the
Plan.


7.2                                 Amendment.



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(a)                                  The
Committee may, at any time, amend or modify the Plan in whole or in part.  Notwithstanding the foregoing, no amendment
shall be effective to decrease the value of a Participant’s vested Account
Balance in existence at the time the amendment is made. In no event shall the Company, the Employer,
the PRC or the Committee be responsible for any decline in a Participant’s
Account Balance as a result of the selection, discontinuation, addition,
substitution, crediting or debiting of the Measurement Funds pursuant to
Section 3.4.


(b)                                 Notwithstanding
any provision of the Plan to the contrary, in the event that the Committee
determines that any provision of the Plan may cause amounts deferred under the
Plan to become immediately taxable to any Participant under Code Section 409A,
and related guidance, the Committee may (i) adopt such amendments to the Plan
and appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the Plan benefits provided by the Plan
and/or (ii) take such other actions as the Committee determines necessary or
appropriate to comply with the requirements of Code Section 409A, and related
guidance.


7.3                                 Effect of Payment.  The full payment of the Participant’s vested
Account Balance under Article 4 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this
Plan.


ARTICLE 8


Administration


 


8.1                                 Committee Duties.  Except as otherwise provided in this Plan,
this Plan shall be administered by the Committee.  The Committee shall also have the discretion
and authority to (i) make, amend, interpret and enforce all appropriate
rules and regulations for the administration of this Plan and (ii) decide
or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan.  When
making a determination or calculation, the Company, Committee and the Senior
Vice President of Human Resources, as applicable, shall be entitled to rely on
information furnished by a Participant.


8.2                                 Agents.  In the administration of this Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.


8.3                                 Binding Effect of Decisions.  The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding
upon all persons having any interest in the Plan.


8.4                                 Indemnity.  All Employers shall indemnify and hold
harmless the members of the Committee, the PRC, the Senior Vice President of
Human Resources, any Employee to whom duties have been or may be delegated
under this Plan, and the Administrator against any and all claims,



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losses, damages, expenses or liabilities arising from
any action or failure to act with respect to this Plan, except in the case of
an individual’s willful misconduct.


8.5                                 Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may be,
on all matters relating to the compensation of its Participants, the date and
circumstances of the death or Termination of Employment of its Participants,
and such other pertinent information as the Committee or Administrator may
reasonably require.


ARTICLE 9


Other Benefits and Agreements


 


9.1                                 Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.


ARTICLE 10


Trust


 


10.1                           Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under the
Plan, the Company may establish a trust by a trust agreement with a third
party, the trustee, to which each Employer may, in its discretion, contribute
cash or other property to provide for the benefit payments under the Plan, (the
“Trust”).


10.2                           Interrelationship of the Plan and the Trust.  The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Company to the
assets transferred to the Trust.  The
Company shall at all times remain liable to carry out its obligations under the
Plan.


10.3                           Distributions From the Trust.  The Company’s obligations under the Plan may
be satisfied with Trust assets distributed pursuant to the terms of the Trust,
and any such distribution shall reduce the Company’s obligations under this
Plan.



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ARTICLE 11


Claims Procedures


 


11.1                           Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”)
may deliver to the PRC (or in the case of a Section 16 Officer, the Committee)
a written claim for a determination with respect to the amounts distributable
to such Claimant from the Plan.  If such
a claim relates to the contents of a notice received by the Claimant, the claim
must be made within 60 days after such notice was received by the
Claimant.  All other claims must be made
within 180 days of the date on which the event that caused the claim to
arise occurred.  The claim must state
with particularity the determination desired by the Claimant.


11.2                           Notification of Decision.  The PRC (or in the case of a Section 16
Officer, the Committee) shall consider a Claimant’s claim within a reasonable
time, but no later than 90 days after receiving the claim.  If the PRC or the Committee, as applicable,
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the
Claimant prior to the termination of the initial 90-day period.  In no event shall such extension exceed a
period of 90 days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
PRC or the Committee expects to render the benefit determination.  The PRC or the Committee, as applicable,
shall notify the Claimant in writing:


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


(b)                                 that
the PRC or the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant’s requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:


(i)                                     the
specific reason(s) for the denial of the claim, or any part of it;


(ii)                                  specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;


(iii)                               a description of any
additional material or information necessary for the Claimant to perfect the
claim, and an explanation of why such material or information is necessary;


(iv)                              an
explanation of the claim review procedure set forth in Section 11.3 below;
and


(v)                                 a
statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review.



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11.3                           Review of a Denied Claim.  On or before 60 days after receiving a
notice from the PRC (or in the case of a Section 16 Officer, the Committee)
that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the PRC or the Committee, as
applicable, a written request for a review of the denial of the claim.  The Claimant (or the Claimant’s duly
authorized representative):


(a)                                  may,
upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits;


(b)                                 may
submit written comments or other documents; and/or


(c)                                  may
request a hearing, which the PRC or the Committee (as applicable), in its sole
discretion, may grant.


11.4                           Decision on Review.  The PRC (or in the case of a Section 16
Officer, the Committee) shall render its decision on review promptly, and no
later than 60 days after the receipt of the Claimant’s written request for a
review of the denial of the claim.  If
the PRC or the Committee, as applicable, determines that special circumstances
require an extension of time for processing the claim, written notice of the
extension shall be furnished to the Claimant prior to the termination of the
initial 60-day period.  In no event shall
such extension exceed a period of 60 days from the end of the initial
period.  The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the PRC or the Committee, as applicable, expects to render the benefit
determination.  In rendering its
decision, the PRC or the Committee, as applicable, shall take into account all
comments, documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.  The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


(a)                                  specific
reasons for the decision;


(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was
based;


(c)                                  a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the
Claimant’s claim for benefits; and


(d)                                 a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).


11.5                           Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 11 is a mandatory prerequisite to a Claimant’s
right to commence any legal action with respect to any claim for benefits under
this Plan. 


11.6                           Determinations.   Benefits under the
Plan will be paid only if the PRC (or in the case of a Section 16 Officer, the
Committee) decides in its discretion that the applicant is entitled to
them.  The PRC or the Committee, as applicable, has discretionary
authority to grant or deny benefits under the Plan.  The PRC shall have
the sole discretion, authority and



 13
 






 



responsibility to interpret and construe this Plan
Statement and all relevant documents and information, and to determine all
factual and legal questions under the Plan, in relation to a person’s (other
than a Section 16 Officer) claim for benefits. 
The Committee shall have the sole discretion, authority and
responsibility to interpret and construe this Plan Statement and all relevant
documents and information, and to determine all factual and legal questions
under the Plan, including but not limited to the entitlement of all persons to
benefits and the amounts of their benefits. 
The Committee’s discretionary authority shall include all matters
arising under the Plan.


ARTICLE 12


Miscellaneous


 


12.1                           Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that “is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted (i) to the extent possible in a manner consistent with that intent
and (ii) in accordance with Code Section 409A and other applicable tax law,
including but not limited to Treasury Regulations promulgated pursuant to
Code Section 409A.


12.2                           Unsecured General Creditor.  Participants and their Bene­ficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of the Company.  For purposes of the payment of benefits under
this Plan, any and all of the Company’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Company.  The Company’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


12.3                           Employer’s Liability.  The Company’s liability for the payment of
benefits shall be defined only by the Plan. 
The Company shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan.


12.4                           Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transfer­able.  No part
of the amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise (including without limitation any
domestic relations order, whether or not a “qualified domestic relations order”
under section 414(p) of the Code and section 206(d) of ERISA) before the
Account Balance is distributed to the Participant or Beneficiary.


12.5                           Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Company or any
Employer and the Participant.  Such
employment is hereby acknowledged to be an “at will” employment relationship
that can be terminated at any time for any reason, or no reason, with or
without cause, and with or without notice, unless expressly provided in a
written employment agreement.  Nothing in
this Plan shall



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be deemed to give a Participant the right to be
retained in the service of the Company or any Employer or to interfere with the
right of the Company or any Employer to discipline or discharge the Participant
at any time.


12.6                           Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Company by furnishing any and all information requested by
the Company and take such other actions as may be requested in order to
facilitate the administra­tion of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Company may deem necessary.


12.7                           Terms.  Whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.


12.8                           Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


12.9                           Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of Minnesota without regard to its conflicts of laws principles.


12.10                     Notice.  Any notice or filing required or permitted to
be given to the Company under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below: 




	
  ALLIANT TECHSYSTEMS INC.

  
	
  Attn: ATK
  Executive Compensation Department

  
	
  5050 Lincoln
  Drive, MN01-3020

  
	
  Edina, MN 55436

  






Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


12.11                     Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and assigns and the
Participant and the Participant’s designated Beneficiaries.


12.12                     Spouse’s Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse’s will, nor shall such
interest pass under the laws of intestate succession.


12.13                     Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.



 15
 






 



12.14                     Incompetent.  If the Senior Vice President of Human Resources
determines in its discretion that a benefit under this Plan is to be paid to a
minor, a person declared incompetent or to a person incapable of handling the
disposition of that person’s property, he or she may direct payment of such
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or incapable person.  The Senior Vice President of Human Resources
may require proof of minority, incompetence, incapacity or guardianship, as it
may deem appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment
for the account of the Participant and the Participant’s Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.


12.15                     Deduction Limitation on Benefit Payments.  The Company may determine that as a result of
the application of the limitation under Code Section 162(m), a distribution
payable to a Participant pursuant to this Plan would not be deductible if such
distribution were made at the time required by the Plan.  If the Company makes such a determination,
then the distribution shall not be paid to the Participant until such time as
the distribution first becomes deductible. 
The amount of the distribution shall continue to be adjusted in
accordance with Section 3.4 above until it is distributed to the
Participant.  The amount of the
distribution, plus amounts credited or debited thereon, shall be paid to the Participant
or his or her Beneficiary (in the event of the Participant’s death) at the
earliest possible date, as determined by the Company, on which the
deductibility of compensation paid or payable to the Participant for the
taxable year of the Company during which the distribution is made will not be
limited by Section 162(m). 
Notwithstanding the foregoing, the Committee shall interpret this
provision in a manner that is consistent with Code Section 409A and other
applicable tax law, including but not limited to guidance issued after the
effective date of this Plan.


12.16                     Insurance.  The Company, on its own behalf or on behalf
of the trustee of the Trust, and, in its sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in such
forms as the Trust may choose.  The
Company or the trustee of the Trust, as the case may be, shall be the sole
owner and beneficiary of any such insurance. 
The Participant shall have no interest whatsoever in any such policy or
policies, and at the request of the Company shall submit to medical
examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Company has applied
for insurance.


 



 16