ANY OTHER MEMBER
OF THE COMPANY GROUP EFFECTIVE AS OF NOVEMBER 9, 2009.
(B)
CONTINUED EMPLOYMENT THROUGH THE TERMINATION
DATE.
STARTING NOVEMBER 9, 2009, AND CONTINUING THROUGH THE TERMINATION DATE,
SUBJECT TO MR. MURPHY'S CONTINUED COMPLIANCE WITH THE TERMS SET FORTH IN THIS
AGREEMENT, MR. MURPHY SHALL REMAIN EMPLOYED BY ATK TO ASSIST ATK IN LEADERSHIP
TRANSITION MATTERS ON AN AS-NEEDED BASIS, AS DIRECTED BY THE BOARD FROM TIME TO
TIME.
MR. MURPHY SHALL CONTINUE TO RECEIVE PAYMENTS OF HIS BASE SALARY IN
ACCORDANCE WITH ATK'S REGULAR PAYROLL PRACTICES AT THE RATE OF $900,000 PER YEAR
THROUGH THE TERMINATION DATE.
ADDITIONALLY, EXCEPT AS PROHIBITED BY LAW OR
UNDER THE TERMS OF ANY EMPLOYEE BENEFIT PLAN MAINTAINED BY ATK, MR. MURPHY SHALL
BE ELIGIBLE TO CONTINUE PARTICIPATING IN AND RECEIVING BENEFITS UNDER ATK'S
EMPLOYEE BENEFIT PLANS ON THE SAME BASIS AS ACTIVE EMPLOYEES OF ATK UNTIL THE
TERMINATION DATE; PROVIDED, HOWEVER, THAT FOR PURPOSES OF DETERMINING THE TIMING
OF ANY PAYMENTS TO BE MADE TO MR. MURPHY UNDER ANY PLAN OR ARRANGEMENT THAT
CONSTITUTES A "NONQUALIFIED DEFERRED COMPENSATION PLAN" WITHIN THE MEANING OF
SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 409A"),
THE PARTIES ACKNOWLEDGE AND AGREE THAT MR. MURPHY SHALL BE DEEMED TO HAVE
"SEPARATED FROM SERVICE" WITHIN THE MEANING OF SECTION 409A AS OF NOVEMBER 9,
2009.
(C)
FINAL PAYCHECK.
ATK WILL PAY MR. MURPHY
FOR ALL SALARY EARNED THROUGH THE TERMINATION DATE.
MR. MURPHY'S CONTINUING
RIGHTS, IF ANY, UNDER ALL OTHER ATK EMPLOYEE BENEFITS PLANS WILL BE GOVERNED BY
THOSE PLANS, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
(D)
RESTRICTED STOCK.
MR. MURPHY DOES NOT HAVE
ANY UNVESTED AND OUTSTANDING SHARES OF RESTRICTED STOCK.
(E)
PERFORMANCE SHARES AND CASH INCENTIVE
PAYMENTS.
MR. MURPHY HAS FOUR PERFORMANCE AWARDS AS SPECIFICALLY STATED BELOW.
THESE AWARDS WERE GRANTED UNDER ATK'S 2005 STOCK INCENTIVE PLAN, AS AMENDED, OR
ATK'S EXECUTIVE OFFICER INCENTIVE PLAN, AND THE AWARDS ARE SUBJECT TO THE TERMS
OF THE APPLICABLE PLAN, AWARD AGREEMENTS AND ATK'S COMPENSATION SYSTEM.
NOTHING
IN THIS AGREEMENT CREATES ANY ADDITIONAL RIGHTS WITH RESPECT TO THESE AWARDS.
MR. MURPHY UNDERSTANDS THAT HE WILL REMAIN ELIGIBLE TO RECEIVE A PRORATED NUMBER
OF THE PERFORMANCE SHARES AND A PRORATED CASH INCENTIVE PAYMENT EARNED (IF ANY)
BASED ON THE PORTION OF THE PERFORMANCE PERIOD DURING WHICH MR. MURPHY REMAINS
EMPLOYED WITH ATK THROUGH THE TERMINATION DATE.
SPECIFICALLY:
(I)
FOR THE PERFORMANCE AWARD AGREEMENT FOR THE ATK FISCAL YEARS 2008 THROUGH 2010
(APRIL 1, 2007 - MARCH 31, 2010), THERE WILL BE NO PRORATION.
2
(II)
FOR THE PERFORMANCE AWARD AGREEMENT FOR THE ATK FISCAL YEARS 2009 THROUGH 2011
(APRIL 1, 2008 - MARCH 31, 2011), THE PRORATION IS TWO-THIRDS OF SHARES AND
CASH.
(III)
FOR THE PERFORMANCE GROWTH AWARD AGREEMENT FOR THE ATK FISCAL YEARS 2010 THROUGH
2012 (APRIL 1, 2009 - MARCH 31, 2012), THE PRORATION IS ONE-THIRD OF SHARES AND
CASH.
(IV)
FOR THE RELATIVE STOCKHOLDER RETURN PERFORMANCE AWARD AGREEMENT FOR THE ATK
FISCAL YEARS 2010 THROUGH 2012 (APRIL 1, 2009 -