Exhibit 10.9.3


 


FIRST
AMENDMENT

TO THE

ALLIANT TECHSYSTEMS INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN


 


Alliant Techsystems Inc., a Delaware corporation
(hereinafter sometimes referred to as “ATK”), pursuant to the authority and
power reserved to it in Section 9.1 of the Alliant Techsystems Inc.
Nonqualified Deferred Compensation Plan (hereinafter referred to as the
“Plan”), hereby adopts and publishes this First Amendment to said Plan
effective as of February 2, 2004.


 


1.                                      Section 1
of said Plan shall be, and hereby is, amended by deleting
subsection 1.2.17 of Section 1.2 thereof in its entirety and
substituting therefor the following subsection 1.2.17:


 


1.2.17.               Participant
– an employee of an Employer who is designated as or determined to
be eligible to participate in the Plan in accordance with the provisions of
Section 2 and who has elected to defer compensation under Section 3,
or an employee or former employee of Thiokol who is designated as or determined
to be eligible to participate in the Plan in accordance with the provisions of
Section 2, who has been determined to be eligible to participate in the
Plan based upon participation in the Thiokol Deferred Executive Bonus Program
and for whom amounts allocated to accounts under that program are transferred
to and credited to Transfer Accounts under this Plan.  A Participant shall be considered to continue as a Participant in
this Plan until the date of the Participant’s death or, if earlier, the date
when the Participant no longer has any Account under this Plan (that is, the
Participant has received a distribution of all of the amounts credited to the
Account of the Participant).


 


2.                                      Section 1
of said Plan shall be, and hereby is, further amended by designating
subsection 1.2.23 of Section 1.2 thereof, the definition of the term
“Valuation Date,” as subsection 1.2.24.


 


3.                                      Section 1
of said Plan shall be, and hereby is, further amended by adding thereto the
following new subsection 1.2.23 to Section 1.2 thereof:


 


1.2.23.               Transfer
Account – the separate bookkeeping account representing the separate
unfunded and unsecured general obligation of the Employers established with
respect to each person who is a Participant in this Plan for whom dollar
amounts are credited pursuant to and in accordance with Section 3.7 and
from which are subtracted payments or distributions made pursuant to
Section 3.7 or Section 7.


 

















 


4.                                      Section 2
of said Plan shall be, and hereby is, amended by deleting Section 2.1
thereof in its entirety and substituting therefor the following Section 2.1:


 


2.1                                 Eligibility.  Eligibility to participate in the Plan shall be governed by and
determined in accordance with the provisions of Section 2.1.1 and
Section 2.1.2.


 


2.1.1.                     Eligibility
to Participate.  Eligibility
to participate in the Plan shall be determined based upon the requirements of
the provisions of paragraphs (a) and (b) must be satisfied.


 


(a)                                  Eligibility
to participate in the Plan shall be limited to only the following
classifications of employees:


 


(i)                                     any
employee of an Employer who is eligible to participate in a Bonus Plan and who
is selected for participation in this Plan by the CEO (or any person authorized
to act on behalf of the CEO by the Committee) and, with respect to any
Section 16 Officer, is selected for participation in this Plan by the
Committee;


 


(ii)                                  any
employee who is an active participant in the Alliant Techsystems Inc.
Management Deferred Compensation Plan who elects, effective as of
January 1, 2003, to cease participation in that plan, resulting in the
termination of salary and bonus deferral elections made in accordance with that
plan by the participant and the cessation of amounts credited to any account of
the participant under that plan, and to participate in this Plan; and


 


(iii)                               any employee or former
employee of Thiokol who was an active participant in the Thiokol Deferred
Executive Bonus Program and who has not yet received the entire benefit payable
to such person under that program and with respect to whom the balance of the
amount allocated to the account of that person pursuant to the Thiokol Deferred
Executive Bonus Program shall be transferred to and credited to a Transfer
Account established and maintained under the Plan for such person by reason of
the consolidation and merger of the Thiokol Deferred Executive Bonus Program
with and into this Plan in a manner consistent with the requirements of
section 414(l) of the Internal Revenue Code and section 1.414(l)-1 of
the Treasury Regulations regarding a merger and consolidation of assets and liabilities,
but without regard to any actual merger and consolidation of assets.


 


(b)                                 Subject
to Section 2.2 of the Plan, such an eligible employee or person must then
be selected for participation in the Plan by the CEO (or any


 


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person authorized to act
on behalf of the CEO by the Committee) and, with respect to any Section 16
Officer, is selected for participation in the Plan by the Committee, and shall
be eligible to become a Participant as of the day designated by the CEO or,
with respect to a Section 16 Officer, the Committee (or, if the CEO or the
Committee does not designate a day of initial participation, as of the first
day of the next following Plan Year). 
The CEO (or the Committee) shall not select any employee for
participation unless the CEO (or the Committee) determines that such employee
is a member of a select group of management or highly compensated employees (as
that phrase has been interpreted under ERISA). 
The Committee may at any time determine that a Participant is no longer
eligible to make voluntary deferrals from salary under Section 3.1, or
Bonus Plan cash payments or CVA amounts under Section 3.2, or to defer any
performance shares under Section 3.5, or restricted stock under
Section 3.6.  The Committee also
may determine that a Participant is not eligible for the credits for the
Section 401(k) Plan Supplement under Section 3.3 for any Plan Year at
any time before such credits have actually been made.


 


2.1.2.                     Determination
of Eligibility.  The
determinations made by the CEO and the Committee pursuant to Section 2.1.1
with respect to eligibility to participate in the Plan shall be conclusive and
binding on all parties.  Furthermore,
the CEO or, with respect to Section 16 Officers, the Committee may in its
discretion determine that a Participant who performs or who has performed
services to or with respect to an Employer is no longer eligible to develop
benefits under the Plan.  In such event,
any benefits payable to the Participant under the Plan will be determined as of
the date such Participant ceased such eligibility and will be distributable in
accordance with Section 3.7 or Section 7 of the Plan.


 


5.                                      Section 2
of said Plan shall be, and hereby is, further amended by deleting
Section 2.2 thereof in its entirety and substituting therefor the
following Section 2.2:


 


2.2                                 Participation.  Any person determined to be eligible to participate in the Plan
under Section 2.1 shall become a Participant as of the date determined
under Section 2.1, provided, however, that such person files with the
Committee a completed deferral election form in accordance with the
requirements of Section 3 of the Plan electing to participate in the Plan
or is otherwise considered to be a Participant as of the date determined by the
Committee by reason of the credit of the amount allocated to the account of
such person under the Thiokol Deferred Executive Bonus Program to a Transfer
Account under this Plan pursuant to Section 3.7.  Subject to the provisions of the Plan, once a person becomes a
Participant in the Plan, the person shall remain a Participant until his or her
death or, if earlier, the date on which occurs a distributable event under
either Section 3.7 or Section 7 of the Plan and the entire benefit which
may be payable to or on behalf of such Participant under the Plan have been
distributed.


 


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6.                                      Section 3
of said Plan shall be, and hereby is, amended to clarify the manner in which
the Plan is intended to be construed and interpreted with respect to amounts or
units that may be credited to an Account or Accounts of a Participant under the
Plan by the Employer by deleting Section 3.4 thereof in its entirety and
substituting therefor the following Section 3.4:


 


3.4                                 Employer Discretionary Supplements.  Upon written notice to a Participant and to
the Committee, the CEO (or, for any Section 16 Officer, the Committee) may
(but is not required to) determine at any time and from time to time that an
additional amount, or amounts, or units (measured by the value of ATK common
stock) shall be credited to an Account or Accounts of the Participant.  Such notice shall specify the amount,
amounts, or units to be credited to the Account or Accounts of such Participant
and any terms and conditions applicable with respect to any such amount,
amounts or units, and shall specify the date or dates on which such amount,
amounts, or units shall be credited to such Account or Accounts.  Notwithstanding Section 5, such notice
may also establish vesting rules for such amount or amounts or such units, in
which case a separate Account or separate Accounts may be established for such
Participant.


 


7.                                      Section 3
of said Plan shall be, and hereby is, further amended by deleting
Section 3.7 thereof in its entirety and substituting therefor the
following Section 3.7:


 


3.7.                              Transfer Amounts.  The amounts subject to a transfer pursuant to this
Section 3.7 and the requirements regarding such transfer as herein
provided shall apply with respect to the benefits that may be payable under the
Plan.


 


(a)                                  If
a participant in the Alliant Techsystems Inc. Management Deferred Compensation
Plan elects to cease to participate in that plan and to participate in this
Plan pursuant to Section 2 of this Plan, effective as of January 1,
2003, the Participant’s elections to defer salary and bonus amounts that were
made under that plan and in effect at the time of such election to cease to
participate in that plan and to participate in this Plan shall terminate, effective
as of January 1, 2003, and no additional amounts shall be credited to such
Participant’s account or accounts under that plan as of the effective date of
such election to cease to participate in that plan and to participate in this
Plan.


 


(b)                                 If
a participant in the Thiokol Deferred Executive Bonus Program becomes a
Participant in this Plan pursuant to Section 2 of this Plan, effective as
of February 2, 2004, the amounts that were credited to the account of such
participant under that program shall be transferred to and credited to a
Transfer Account established and maintained under this Plan for such
participant in a manner consistent with the requirements of section 414(l)
of the Internal Revenue Code and section 1.414(l)-1 of the Treasury
Regulations regarding a merger or consolidation of assets and


 


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liabilities, but without
regard to any actual merger or consolidation of assets.  The amount credited to a Transfer Account of
a Participant who had been a participant in the Thiokol Deferred Executive
Bonus Program shall be determined as of January 31, 2004, and credited to
the Transfer Account under this Plan as the opening balance as of
February 2, 2004.


 


3.7.1.                     Transfer
Accounts.  The amounts
subject to a transfer pursuant to this Section 3.7 shall be credited to
Transfer Accounts or other Accounts (or sub-accounts) under this Plan in
accordance with this Section 3.7.1.


 


(a)                                  Upon
the election of a Participant to cease to participate in the Alliant
Techsystems Inc. Management Deferred Compensation Plan and to participate in
this Plan, the amounts credited to the account or accounts of that participant
under the Alliant Techsystems Inc. Management Deferred Compensation Plan shall
be transferred to and credited to a Transfer Account or other Account, Accounts
or any sub-account established for the benefit of the Participant under the
Plan and shall be subject to the terms and conditions of this Plan.  The value of the benefits that were payable
to such participant under the Alliant Techsystems Inc. Management Deferred
Compensation Plan shall, after such transfer and credit to such Transfer
Account, or other Account, Accounts or sub-account under this Plan, be
determined, except as otherwise provided under this Section 3.7, valued
and payable under this Plan and no benefit shall be determined, valued or
payable to or with respect to that participant under the Alliant Techsystems
Inc. Management Deferred Compensation Plan, and all rights under the Alliant
Techsystems Inc. Management Deferred Compensation Plan shall be waived by that
participant and forfeited.


 


(b)                                 Effective
as of February 2, 2004, the balance of any amount credited to the account
of a participant in the Thiokol Deferred Executive Bonus Program as of January 31,
2004, who becomes a Participant in this Plan shall be transferred to and
credited to a Transfer Account of the Participant under the Plan and shall be
subject to the terms and conditions of this Plan.  The value of the benefits that were payable to the participant
under the Thiokol Deferred Executive Bonus Program, which program shall be
consolidated with and merged into this Plan, shall, after such transfer and
credit to such Transfer Account under this Plan, be determined, valued and
payable under this Plan subject to the terms and conditions of this Plan, and
no benefit shall be separately determined, valued or payable to or with respect
to that participant under the Thiokol Deferred Executive Bonus Program.


 


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3.7.2.                     Distribution
of Transfer Amounts. 
Notwithstanding any provision in Section 7 of the Plan apparently
to the contrary, and except as otherwise provided under this Section 3.7,
the distribution requirements of this Section 3.7.2 shall apply.


 


(a)                                  With
respect to amounts credited to an account, accounts or sub-accounts of a
participant under the Alliant Techsystems Inc. Management Deferred Compensation
Plan that have been transferred to and credited to the Transfer Account or
other Account or Accounts or sub-accounts for that participant under this Plan
pursuant to this Section 3.7, such amounts so credited to the Transfer
Account or other Account, Accounts or sub-accounts of the Participant shall be
distributed pursuant to and in accordance with the terms and conditions of this
Plan, provided, however, that, subject to such terms and conditions as
determined by ATK, distributions currently in effect pursuant to elections made
under the Alliant Techsystems Inc. Management Deferred Compensation Plan shall
continue to be made in accordance with such elections as if no amounts were
transferred to or credited to Accounts under this Plan for purposes of such
distributions.


 


(b)                                 With
respect to amounts credited to the account of a participant in the Thiokol
Deferred Executive Bonus Program that have been transferred to and credited to
a Transfer Account for that participant under this Plan pursuant to this
Section 3.7, such amounts shall be distributed pursuant to and in
accordance with the terms and conditions of this Plan, which terms and
conditions shall specifically include the restrictions and limitations of
Section 3.7.3 hereof.


 


3.7.3.                     Restrictions
and Limitations. 
Notwithstanding any provision in Section 7 or this Section 3.7
or the Plan apparently to the contrary, the restrictions and limitations shall
apply with respect to amounts subject to a transfer pursuant to this
Section 3.7.


 


(a)                                  If
a Participant in this Plan had made an in-service distribution election under
the Alliant Techsystems Inc. Management Deferred Compensation Plan and such
election was in effect at the time of the Participant’s election to cease to
participate in that plan, that in-service distribution election shall be
treated and given effect as an in-service distribution election under this Plan
made in accordance with the provisions of this Plan, except, however, that such
in-service distribution shall be made in accordance with the election made
under the Alliant Techsystems Inc. Management Deferred Compensation Plan as if
no transfer of such amount to this Plan had occurred.  Furthermore, any amount allocated by a Participant to the
“restricted bonus account” under the Alliant Techsystems Inc. Management
Deferred Compensation Plan at the time of the Participant’s election to cease
to participate in that plan shall be allocated to a “restricted bonus
sub-account” Measuring Investment established under this Plan and such amount
shall continue to be subject to the restrictions and limitations applicable to
that amount as if no transfer of such amount to this Plan had occurred.  Any amount allocated by a Participant to the
deemed (but not actual) investment in the common stock of ATK and valued as if
so invested under the Alliant Techsystems Inc. Management Deferred Compensation
Plan at the time of


 


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the Participant’s
election to cease to participate in that plan shall be allocated to the ATK
common stock Measuring Investment established under this Plan and such amount
shall be subject to the provisions of this Plan and such other terms and
conditions as determined by ATK to satisfy any applicable requirements of the
Sarbanes-Oxley Act of 2002, including any applicable requirements regarding
notice of blackout periods pursuant to the Act and the guidance issued by the
Department of Labor under section 2520.101-3 of the Department of Labor
Regulations.


 


(b)                                 A
participant in the Thiokol Deferred Executive Bonus Program who becomes a
Participant in this Plan pursuant to Section 2 shall be considered a
Participant in this Plan only with respect to the Transfer Account established
for the benefit of the Participant pursuant to this Section 3.7 unless
such Participant satisfies the definition of Participant in Section 2.1 of
the Plan, has been selected for participation in the Plan as provided in
Section 2.1 of the Plan, and files with the Committee a completed deferral
election form in accordance with the requirements of Section 3 of the Plan
and elects to participate in the Plan, in which event the benefits provided to
such Participant shall be governed by the terms and conditions of the Plan and
the elections made by the Participant. 
The amounts allocated to the account of each such Participant under the
Thiokol Deferred Executive Bonus Program shall be credited to the Transfer
Account established under this Plan for each such Participant and such Transfer
Account shall become subject to all of the terms and conditions of this
Plan.  Accordingly, the following rules
shall apply to such Transfer Account established with respect to a participant
in the Thiokol Deferred Executive Bonus Program who becomes a Participant in
this Plan:


 


(i)                                     a
lump sum amount shall be determined under the Thiokol Deferred Executive Bonus
Program as of January 31, 2004, and that amount shall be credited to the
participant’s Transfer Account (and to any sub-accounts established thereunder)
under this Plan and shown as the opening balance of the Transfer Account as of
February 2, 2004;


 


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(ii)                                  except
as provided under subparagraph (v) of this paragraph (b), prior to
February 2, 2004, each such Participant shall complete a distribution
election form pursuant to the provisions of this Plan and all distributions
from the Transfer Account of the Participant shall be made in accordance with
the provisions of this Plan and the elections made by such Participant;


 


(iii)                               each such Participant
shall be permitted to allocate amounts credited to the Participant’s Transfer
Account, which amounts shall initially be allocated to the Salary-Fixed Fund
Account, to the Measuring Investments made available under the Plan for
purposes of measuring the value of the Participant’s Transfer Account,
provided, however, that the Participant shall not be permitted to allocate
amounts attributable to the transferred amounts credited to the Transfer
Account to the ATK common stock Measuring Investment, except upon a subsequent
reallocation of the amounts attributable to such transferred amounts held in
the Transfer Account in compliance with the terms and conditions set forth in
Sections 4.3 and 4.4 of the Plan; and, the Participant shall, pursuant to
Section 4, be permitted to request to allocate or reallocate amounts
credited to the Transfer Account among one or more Measuring Investments,
including the ATK common stock Measuring Investment pursuant to and in
accordance with Section 4.4 of the Plan;


 


(iv)                              the
Transfer Account of each such Participant shall be fully (100%) vested and
nonforfeitable at all times (except for early distribution penalties described
in Section 7), which, for purposes of the Plan, determines the
Participant’s interest in the benefit described in the Transfer Account and
under this Plan that may be payable to or with respect to the Participant in
accordance with and subject to the terms of the Plan; and


 


(v)                                 subject
to such terms and conditions as determined by the Committee, a participant in
the Thiokol Deferred Executive Bonus Program who had made a valid and effective
election with respect to the commencement and form of payment of the benefit
payable to the participant under that program shall have the payment of such
benefit payable in accordance with such election as provided below:


 


(A)                              an
effective election made by C. Lathair Munk pursuant to and in accordance
with the Thiokol Deferred Executive


 


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Bonus Program shall
govern the timing and form of the distribution of the balance of the amounts
credited to his account under that program, approximately $9,582.07 as of
January 31, 2004, and said election shall be irrevocable, shall be given
full effect and shall be enforced under this Plan as if such election had
occurred under this Plan, and no other distribution election shall be permitted
under this Plan; accordingly, the distribution of such amount payable to
C. Lathair Munk subject to this subparagraph (v) shall be payable in
two substantially equal annual payments as of September 1, 2004, and September 1,
2005;


 


(B)                                an
effective election made by D. M. Cox pursuant to and in accordance with
the Thiokol Deferred Executive Bonus Program shall govern the timing and form
of the distribution of the balance of the amounts credited to his account under
that program, approximately $59,934.52 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amount payable to D. M. Cox subject to this
subparagraph (v) shall be payable in two substantially equal annual
payments as of September 1, 2004, and September 1, 2005;


 


(C)                                an
effective election made by B. Jones pursuant to and in accordance with the
Thiokol Deferred Executive Bonus Program shall govern the timing and form of
the distribution of the balance of the amounts credited to his account under
that program, approximately $78,025.78 in total based upon the sum of four
sub-accounts with respective credited amounts of $29,999.44, $17,766.13,
$11,184.12, and $19,076.09 as of January 31, 2004, and said election shall
be irrevocable, shall be given full effect and shall be enforced under this
Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amounts payable to B. Jones subject to this
subparagraph (v) shall be payable based upon the balance of the amounts
credited to each sub-account with the amounts credited to each sub-account
payable in substantially equal annual payments as of July 1, 2004,


 


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July 1, 2005,
July 1, 2006, July 1, 2007, and July 1, 2008, with each payment
with respect to each sub-account to be determined by multiplying the balance of
the amount payable to B. Jones with respect to each sub-account determined
as of the date of distribution, by a fraction with one (1) as the numerator and
the number of payments remaining with respect to each sub-account as the
denominator;


 


(D)                               an
effective election made by Oren Phillips pursuant to and in accordance with the
Thiokol Deferred Executive Bonus Program shall govern the timing and form of
the distribution of the balance of the amounts credited to his account under
that program, approximately $26,776.05 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amount payable to Oren Phillips subject to this
subparagraph (v) shall be payable in substantially equal annual payments
as of June 15, 2005, June 15, 2006, June 15, 2007, June 15,
2008, and June 15, 2009, with each payment to be determined by multiplying
the balance of the amount payable to Oren Phillips determined as of the date of
distribution, by a fraction with one (1) as the numerator and the number of
payments remaining as the denominator; and


 


(E)                                 an
effective election made by D. Shaffer pursuant to and in accordance with
the Thiokol Deferred Executive Bonus Program shall govern the timing and form
of the distribution of the balance of the amounts credited to his account under
that program, approximately $44,586.18 as of January 31, 2004, and said
election shall be irrevocable, shall be given full effect and shall be enforced
under this Plan as if such election had occurred under this Plan, and no other
distribution election shall be permitted under this Plan; accordingly, the
distribution of such amounts payable to D. Shaffer subject to this
subparagraph (v) shall be payable in substantially equal annual payments
over a five (5) year period determined as of the date on which he incurs a
Termination of Employment, with each payment to be determined by multiplying
the balance of the amount


 


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payable to D. Shaffer
determined as of the date of distribution, by a fraction with one (1) as the
numerator and the number of payments remaining as the denominator.


 


8.                                      SAVINGS
CLAUSE.  Save and except as hereinabove
expressly amended, the Plan Statement shall continue in full force and effect.


 


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