Exhibit 10.16


 


SEPARATION AGREEMENT


 


AND


 


GENERAL RELEASE OF CLAIMS


 


This Separation Agreement
and General Release of Claims (“General Release”) is made and entered into by
and between Jeff O. Foote, on behalf of his/her agents, assigns, heirs,
executors, administrators, attorneys and representatives (“I,” “me,”
“Employee”), and Alliant Techsystems Inc., a Delaware corporation, any related
corporations or affiliates, subsidiaries, predecessors, successors and assigns,
present or former officers, directors, shareholders, board members, agents,
employees, and attorneys, whether in their individual or official capacities,
delegates, benefit plans and plan administrators, and insurers (“Company” or
“ATK”).


 


ATK and I have mutually
agreed that my employment shall terminate as provided in this General
Release.  In consideration of my signing
and complying with this General Release, ATK agrees to provide me with certain
payments and other valuable consideration described below.  Further, ATK and I desire to resolve and
settle any and all potential disputes or claims related to my employment or
termination of employment.


 


Therefore, ATK and I
mutually agree to the following terms and conditions:


 


1.                                       Termination of Employment. 
I understand my employment with ATK is terminated effective March 31,
2004.  ATK will pay me for any accrued,
but unused vacation/PTO.  My continuing
rights, if any, under all other ATK employee benefit plans will be governed by
those plans.


 


2.                                       Severance Benefits. 
In exchange for the promises contained herein, and after the applicable
rescission period has elapsed, ATK will provide me with the severance pay and
severance benefits identified in this Paragraph 2 (together referred to as
“Severance Benefits”):


 


(a)                                  Severance Pay.  I will receive a single lump-sum severance payment in the amount
of $278,000, which is equal to twelve months of my base pay.  This severance payment will be subject to
all applicable withholdings and will be taxable as payroll wages.  No 401k deductions will be taken from the
payment nor is it pensionable earnings (for example, it is not “Earnings” or
“Recognized Compensation”) for purposes of any ATK qualified or non-qualified
employee benefits plans.


 


(b)                                 Executive
Incentive Plan.  I will be eligible
to receive an Executive Incentive Plan (EIP) payment for Fiscal Year 2004.  Such payment will be based solely on the
actual corporate performance as established in the beginning of such fiscal
year, with no discretionary adjustment made to it.  This amount will be paid in a single lump sum payment in cash (or
deferred if previously elected) at the time all other EIP participants receive
payment.


 


(c)                                  CVA.  I shall be paid $311,570 as your CVA
bonus.  No 401k deductions will be taken
from the payment nor is it pensionable earnings (for example, it is not
“Earnings” or “Recognized Compensation”) for purposes of any ATK qualified or
non-qualified employee benefits plans.


 


(d)                                 Restricted
Stock.  I do not have any unvested
and outstanding restricted stock grants.


 


(e)                                  Performance
Share Incentive Stock. I do not have any unvested and outstanding
performance shares.


 


(f)                                    Stock
Options.  The ATK Board of
Directors, Personnel and Compensation Committee vested your unvested stock
options (3,500 at $47.75, 10,000 at $59.12, and 10,000 at $57.43).  This vesting is subject to your entering
into this General Release and will be effective either the date of your
termination or the day after the applicable rescission period, whichever is
later.


 


(g)                                 Deferred
Compensation.  Any compensation you
deferred under the Alliant Techsystems Inc. Nonqualified Deferred Compensation
Plan (or predecessor plan) shall be paid in accordance with your pre-selected
distribution options and the terms of that plan.


 

















 


(h)                                 Financial
Planning.  ATK will continue to make
available to you Ayco financial services for the period of April 1, 2004
through March 31, 2005.


 


(i)                                     Health
Care Coverage.  ATK will pay for
continued health care coverage through its COBRA administered health care plan
from April 1, 2004 through March 31, 2005, or until you are covered under
another employer’s health care plan, whichever is sooner.


 


(j)                                     Outplacement Services.  I will be entitled to participate in executive level outplacement
services as described in my separation information materials.


 


(k)                                  Independent Consideration.  I am only eligible for Severance Benefits because I have signed
and not revoked this General Release.  I
acknowledge that I am not otherwise entitled to receive such additional and
valuable consideration.  By my signature
on this General Release, I waive all rights to any other benefits or cash
payment.


 


3.                                       Post Employment Restrictions


 


(a)                                  Confidentiality and Non-Disparagement. 
I acknowledge that in the course of my employment with ATK, I have had
access to confidential information and trade secrets.  I agree to maintain the confidentiality of ATK’s confidential
information and trade secrets.  I will
not disclose or otherwise make available to any person, company, or other party
confidential information or trade secrets. 
Further, I agree not to make any disparaging or defamatory comments
about ATK or any aspect of my employment or termination from employment with
ATK.


 


(b)                                 Competition Restrictions. 
From April 1, 2004 through March 31, 2005, I agree, I will not directly ,
personally engage in, nor own, manage, operate, join, control, consult with,
participate in the ownership, operation or control of a company (or division of
a larger Corporation) that competes directly with ATK in the Aerospace
industry.  This is not meant to restrict
my ability to work for one of the major defense contractors in areas not
directly competing with ATK.  For those
situations when I seek employment with a competing “corporation” in a field not
connected to ATK’s business, I will confer with ATK prior to accepting future
employment to ensure I am not accepting employment that directly competes with
ATK and give ATK to the right to provide a copy of this provision to said
potential employer.


 


(c)                                  Non-solicitation. 
From April 1, 2004 through March 31, 2005, I will not, directly or
indirectly solicit any of ATK’s employees for the purpose of hiring them or
inducing them to leave their employment with ATK, nor will I own manage,
operate, join, control, consult with, participate in the ownership, management,
operation or control of, be employed by, or be connected in any manner with any
person or entity that engages in the conduct proscribed by this paragraph
during the restricted period.


 


4.                                       Return of ATK Property. 
Prior to my last day of employment, I agree to return all ATK property
in my possession or control including, but not limited to, confidential or
proprietary information, credit card, computer, documents, records,
correspondence, identification badge, files, keys, software, and equipment.  Further, I agree to repay to ATK any amounts
that I owe for personal credit card expenses, wage advances, employee store
purchases, and used, but unaccrued, vacation/PTO time.  These debts may be withheld from my
severance payment, if any.


 

















 


5.                                       Effect of Breach. 
If I breach any provision of this General Release, I will not be
entitled to Severance Benefits. 
Notwithstanding the foregoing, if I breach the Competition Restrictions
or Non-solicitation provisions, I must return 75% of my severance payment, and
I understand ATK will discontinue any remaining severance benefits. I agree
that if I violate this General Release, ATK will be entitled to repayment of
the value of the Severance Benefits I received and/or to seek injunctive
relief.


 


6.                                       General Release of Claims. 
Except as stated in Paragraph 7, I hereby release and forever discharge
ATK from all claims and causes of action, whether I currently have knowledge of
such claims and causes of action, arising, or which may have arisen, out of or
in connection with my employment or termination of employment with ATK.  This includes, but is not limited to claims,
demands or actions arising under any federal or state law such as the Age
Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection
Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”),
the Americans with Disabilities Act (“ADA”), the Family Medical Leave Act
(“FMLA”), the Employee Retirement Income Security Act of 1978 (“ERISA”), the
Worker Adjustment Retraining and Notification Act (“WARN”), the Fair Labor
Standards Act (“FLSA”), the National Labor Relations Act (NLRA”), the
Occupational Safety and Health Act (“OSHA”), the Rehabilitation Act, the Utah
Antidiscrimination Act, and Minn. Stat. Chap. 181, all as amended.


 


This General Release includes any state human rights
or fair employment practices act, or any other federal, state or local statute,
ordinance, regulation or order regarding conditions of employment, compensation
for employment, termination of employment, or discrimination or harassment in
employment on the basis of age, gender, race, religion, disability, national
origin, sexual orientation, or any other protected characteristic, and the
common law of any state.


 


I further understand that this General Release extends
to all claims which I may have as of this date against ATK based upon statutory
or common law claims for breach of contract, breach of employee handbooks or
other policies, breach of promises, fraud, wrongful discharge, defamation, emotional
distress, whistleblower claims, negligence, assault, battery, or any other
theory, whether legal or equitable.


 


I agree that this
General Release includes all damages available under any theory of recovery,
including, without limitation, any compensatory damages (including all forms of
back-pay or front-pay), attorneys’ fees, liquidated damages, punitive damages,
treble damages, emotional distress damages, pain and suffering damages,
consequential damages, incidental damages, statutory fines or penalties, and/or
costs or disbursements.  Except as
stated in Paragraph 7, I am completely and fully waiving any rights under the
above stated statutes, regulations, laws, or legal or equitable theories.


 


7.                                       Exclusions from General Release. 
I am not waiving my right to enforce the terms of this General Release
or to challenge the knowing and voluntary nature of this General Release under
the ADEA as amended; or my right to assert claims that are based on events that
happen after this General Release becomes effective.  I agree that ATK reserves any and all defenses, which it has or
might have against any claims brought by me. 
This includes, but is not limited to, ATK’s right to seek available
costs and attorneys’ fees, and to have any money or other damages that might be
awarded to me, reduced by the amount of money paid to me pursuant to this
General Release.  Nothing in this
General Release interferes with my right to file a charge with the Equal
Employment Opportunity Commission (“EEOC”), or to participate in an EEOC
investigation or proceeding. 
Nevertheless, I understand that I have waived my right to recover any
individual relief or money damages, which may be awarded on such a charge.


 


8.                                       Right to Rescind. 
This General Release does not become effective for a period of fifteen
(15) days after I sign it and I have the right to cancel it during that
time.  Any decision to revoke this
General Release must be made in writing and hand-delivered to ATK or, if sent
by mail, postmarked within the fifteen (15) day time period and addressed to
Paula Patineau, Chief People Officer, Alliant Techsystems Inc., 5050 Lincoln
Drive, Edina, MN 55436.  I understand
that if I decide to revoke this General Release, I will not be entitled to any
Severance Benefits.


 


9.                                       Unemployment
Compensation Benefits:  If I apply
for unemployment compensation, ATK will not challenge my entitlement to such
benefits.  I understand that ATK does
not decide whether I am eligible for unemployment compensation benefits, or the
amount of the benefit.


 


10.                                 No Wrongdoing. 
By entering into this General Release, ATK does not admit that it has
acted wrongfully with respect to my employment or that I have any rights or
claims against it.


 


11.                                 Choice of Law and Venue. 
The terms of this General Release will be governed by the laws of
Minnesota (without regard to conflict of laws principles).  Any legal action to enforce this General
Release shall be brought in a competent court of law in Hennepin, County.


 

















 


12.                                 Severability. 
If any of the terms of this General Release are deemed to be invalid or
unenforceable by a court of law, the validity and enforceability of the
remaining provisions of this General Release will not in any way be affected or
impaired thereby.


 


13.                                 No Assignment. 
This General Release is personal to me and I cannot assign it to any
other person or entity.


 


14.                                 Attorneys’ Fees. 
I understand that I am responsible to pay my own costs and attorneys’
fees, if any, that I incurred in consulting with an attorney about this General
Release.


 


15.                                 Entire Agreement. 
This General Release constitutes the entire agreement between ATK and me
regarding the subject matter included in this document.  I agree that there are no promises or understandings
outside of this General Release, except with respect to my continuing
obligations not to reveal ATK’s proprietary, confidential, and trade secret
information, as well as my obligations to maintain the confidentiality of
secret or top secret information, and my obligations under Paragraph 3 of this
General Release.  This General Release
supercedes and replaces all prior or contemporaneous discussions, negotiations
or General Releases, whether written or oral, except as set forth herein.  Any modification or addition to this General
Release must be in writing, signed by an officer of ATK and me.


 


16.                                 Eligibility and Opportunity to Review.


 


All employees must execute a
release of claims in order to receive Severance Benefits.


 


I certify that I am signing this
General Release voluntarily and with full knowledge of its consequences.  I understand that I have at least forty-five
(45) days from the date I received this General Release to consider it, and
that I do not have to sign it before the end of the forty-five (45) day period.  I have been advised to use this time to
consult with an attorney prior to executing this General Release.


 


I understand that the offer to
accept this General Release remains open for forty-five (45) days.  If I have not signed this General Release
within forty-five (45) days of receiving it, then this offer expires and ATK
will be under no obligation to accept this General Release or to provide me any
Severance Benefits.


 


17.                                 I Understand the Terms
of this General Release. 
I understand all of the terms in this General Release and I have not
relied on any oral statements or explanations by ATK.  I have had adequate time to consider whether to sign this General
Release, and I am signing it voluntarily.


 


IN WITNESS WHEREOF, Employee has executed this General Release by
his/her signature below.


 


	
  Date:

  	
  March 30, 2004

  	
   

  	
  Jeff  O. Foote

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ JEFF O. FOOTE

  	
   

  
	
   

  	
  Employee’s signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  ALLIANT TECHSYSTEMS INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ PAULA PATINEAU

  	
   

  
	
   

  	
  By:  Paula
  Patineau

  	
   

  
	
   

  	
  Its:  Chief
  People Officer