Exhibit 10.1
ALLIANT TECHSYSTEMS INC.
EXECUTIVE OFFICER INCENTIVE PLAN
SECTION 1.
PURPOSE AND EFFECTIVE DATE
1.1
PURPOSE OF THIS PLAN.
THE PURPOSE OF THIS EXECUTIVE OFFICER
INCENTIVE PLAN (THIS "PLAN") IS TO PROVIDE INCENTIVE COMPENSATION TO EXECUTIVE
OFFICERS OF ALLIANT TECHSYSTEMS INC. (THE "COMPANY") IN ACCORDANCE WITH THE
COMPANY'S "PAY-FOR-PERFORMANCE" PHILOSOPHY BY DIRECTLY RELATING AWARDS PAYABLE
UNDER THIS PLAN TO COMPANY, BUSINESS UNIT AND/OR INDIVIDUAL PERFORMANCE.
THIS
PLAN IS INTENDED TO PERMIT THE GRANT OF AWARDS UNDER THIS PLAN TO QUALIFY AS
"QUALIFIED PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF SECTION 162(M)
OF THE CODE (AS DEFINED IN SECTION 2.1).
1.2
EFFECTIVE DATE.
THIS PLAN WILL BE EFFECTIVE AS OF THE DATE OF
APPROVAL BY THE STOCKHOLDERS OF THE COMPANY IN ACCORDANCE WITH APPLICABLE LAW
(THE "EFFECTIVE DATE").
SECTION 2.
DEFINITIONS
2.1
DEFINITIONS.
THE FOLLOWING CAPITALIZED TERMS USED IN THIS
AGREEMENT WILL HAVE THE MEANINGS SET FORTH BELOW:
(A)
"ACTUAL AWARD" MEANS AS TO ANY PERFORMANCE PERIOD, THE ACTUAL
AWARD (IF ANY) PAYABLE TO A PARTICIPANT FOR THE PERFORMANCE PERIOD.
EACH ACTUAL
AWARD WILL BE DETERMINED PURSUANT TO THE PROVISIONS OF SECTION 3.6.
(B)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(C)
"CAUSE" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING:
(I)
THE PARTICIPANT WILLFULLY AND CONTINUALLY FAILS TO SUBSTANTIALLY
PERFORM HIS OR HER DUTIES OF EMPLOYMENT (OTHER THAN BECAUSE OF A MENTAL OR
PHYSICAL IMPAIRMENT) FOR A PERIOD OF AT LEAST 30 DAYS AFTER BEING GIVEN NOTICE
OF SUCH FAILURE;
(II)
THE PARTICIPANT (A) ENGAGES IN ANY ACT OF DISHONESTY, WRONGDOING
OR MORAL TURPITUDE (WHETHER OR NOT A FELONY) OR (B) VIOLATES THE COMPANY'S CODE
OF CONDUCT OR A COMPANY POLICY, WHICH VIOLATION HAS AN ADVERSE EFFECT UPON THE
COMPANY; OR
(III)
THE PARTICIPANT BREACHES HIS OR HER DUTY OF LOYALTY OR COMMITS AN
UNAUTHORIZED DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION OF THE
COMPANY.
(D)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM
TIME TO TIME.
(E)
"COMMITTEE" MEANS (I) THE PERSONNEL AND COMPENSATION COMMITTEE OF
THE BOARD OR (II) IF NO PERSONNEL AND COMPENSATION COMMITTEE EXISTS, THEN A
COMMITTEE OF BOARD MEMBERS APPOINTED BY THE BOARD TO ADMINISTER THIS PLAN IN
ACCORDANCE WITH SECTION 5.1.
(F)
"COVERED EMPLOYEE PARTICIPANT" MEANS ANY PARTICIPANT WHO IS
REASONABLY EXPECTED TO BE A "COVERED EMPLOYEE" WITHIN THE MEANING OF SECTION
162(M)(3) OF THE CODE WITH RESPECT TO ANY PERFORMANCE PERIOD IN WHICH THE
COMPANY WOULD BE ENTITLED TO TAKE A COMPENSATION DEDUCTION FOR AN ACTUAL AWARD
TO SUCH PARTICIPANT (DETERMINED WITHOUT REGARD TO THE LIMITATION ON
DEDUCTIBILITY IMPOSED BY SECTION 162(M) OF THE CODE).
(G)
"COVERED EMPLOYEE PERFORMANCE GOALS" MEANS OBJECTIVE AND
MEASURABLE PERFORMANCE GOALS DETERMINED BY THE COMMITTEE, IN ITS DISCRETION, TO
BE APPLICABLE TO A COVERED EMPLOYEE PARTICIPANT FOR A PERFORMANCE PERIOD.
AS
DETERMINED BY THE COMMITTEE, THE COVERED EMPLOYEE PERFORMANCE GOALS FOR ANY
AWARD MAY PROVIDE FOR A TARGETED LEVEL OR LEVELS OF ACHIEVEMENT USING ONE OR
MORE OF THE FOLLOWING MEASURES:
(I) SALES OR REVENUES (INCLUDING, WITHOUT
LIMITATION, SALES OR REVENUE GROWTH); (II)