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
