Exhibit 10.1
ALLIANT TECHSYSTEMS INC.
2005 STOCK INCENTIVE PLAN
(As Amended and Restated Effective
July 31, 2007)
Section 1.
Purpose of the Plan; Effect on Prior Plans .
(a)
Purpose of the Plan . The purpose of the Plan is
to aid the Company in recruiting and retaining employees, officers
and non-employee Directors capable of assuring the future success
of the Company through the grant of Awards to such persons under
the Plan. The Company expects that Awards of stock-based
compensation and opportunities for stock ownership in the Company
will provide incentives to Plan participants to exert their best
efforts for the success of the Company’s business and thereby
align the interests of Plan participants with those of the
Company’s stockholders.
(b)
Effect on Prior Plans . From and after the date
of stockholder approval of the Plan, no awards shall be granted
under the Company’s Amended and Restated 1990 Equity
Incentive Plan, as amended, but all outstanding awards previously
granted under that plan shall remain outstanding in accordance with
their terms. From and after the date of stockholder approval of the
Plan, the remaining shares authorized under the Company’s
Management Compensation Plan shall not be awarded or issued. The
Company’s Amended and Restated Non-Employee Director
Restricted Stock Plan shall remain in effect, but no restricted
stock awards may be made under that plan after August 6,
2006.
Section 2.
Definitions.
The
following capitalized terms used in the Plan have the meanings set
forth in this Section:
(a)
“Affiliate” means (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a
significant equity interest, in each case as determined by the
Committee.
(b)
“Award” means any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Dividend Equivalent,
Performance Award, Stock Award or Other Stock-Based Award granted
under the Plan.
(c)
“Award Agreement” means any written agreement, contract
or other instrument or document evidencing an Award granted under
the Plan. Each Award Agreement shall be subject to the applicable
terms and conditions of the Plan and any other terms and conditions
(not inconsistent with the Plan) determined by the
Committee.
(d)
“Board” means the Board of Directors of the
Company.
(e)
“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated
thereunder.
(f)
“Committee” means the Personnel and Compensation
Committee of the Board or any successor committee of the Board
designated by the Board to administer the Plan. The Committee shall
be comprised of not less than such number of Directors as shall be
required to permit Awards granted under the Plan to qualify under
Rule 16b-3, and each member of the Committee shall be a
“Non-Employee Director” within the meaning of
Rule 16b-3 and an “outside director” within the
meaning of Section 162(m) of the Code. The Company
expects to have the Plan administered in accordance with the
requirements for the award of “qualified performance-based
compensation” within the meaning of
Section 162(m) of the Code.
(g)
“Company” means Alliant Techsystems Inc., a Delaware
corporation.
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(h)
“Director” means a member of the Board.
(i)
“Dividend Equivalent” means any right granted under
Section 6(d) of the Plan.
(j)
“Eligible Person” means any employee, officer or
non-employee Director of the Company or any Affiliate whom the
Committee determines to be an Eligible Person.
(k)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
(l)
“Fair Market Value” means, with respect to any property
(including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, unless otherwise
determined by the Committee, the Fair Market Value of Shares on a
given date for purposes of the Plan shall be the closing sale price
of the Shares on the New York Stock Exchange as reported in the
consolidated transaction reporting system on such date or, if such
Exchange is not open for trading on such date, on the most recent
preceding date when such Exchange is open for trading.
(m)
“Incentive Stock Option” means an option granted under
Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor
provision.
(n)
“Non-Qualified Stock Option” means an option granted
under Section 6(a) of the Plan that is not intended to be
an Incentive Stock Option.
(o)
“Option” means an Incentive Stock Option or a
Non-Qualified Stock Option.
(p)
“Other Stock-Based Award” means any right granted under
Section 6(g) of the Plan.
(q)
“Participant” means an Eligible Person who is
designated by the Committee to be granted an Award under the
Plan.
(r)
“Performance Award” means any right granted under
Section 6(e) of the Plan.
(s)
“Performance Goal” means an objective and measurable
performance goal or goals providing 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) gross profit; (iii) income before
interest and taxes; (iv) income before interest, taxes,
depreciation and amortization; (v) net income; (vi) net
income from operations; (vii) earnings per Share;
(viii) return measures (including, without limitation, return
on assets, capital, invested capital, equity, sales or revenues);
(ix) productivity ratios; (x) expense or cost reduction
measures; (xi) margins; (xii) operating efficiency; (xiii) market
share; (xiv) orders; (xv) customer satisfaction; (xvi) working
capital targets; (xvii) budget comparisons; (xviii) implementation
or completion of specified projects or processes; (xix) the
formation of joint ventures, establishment of research or
development collaborations or the completion of other transactions;
(xx) cash flow (including, without limitation, operating cash flow,
free cash flow and cash flow return on equity); (xxi) Share price
(including, without limitation, growth in Share price and total
stockholder return); (xxii) profitability of an identifiable
business unit or product; (xxiii) economic profit or economic value
added; or (xxiv) cash value added. The foregoing measures may
relate to the Company, one or more of its subsidiaries or one or
more of its divisions or units, or any combination of the
foregoing, and may be applied on an absolute basis and/or be
relative to one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine. On or
before the 90 th day
of the applicable performance period for which Performance Goals
are established, the Committee may specify that the achievement of
the Performance Goals will be calculated without regard to the
negative or positive effect of certain events, including, without
limitation, any of the following events: charges for extraordinary
items and other unusual or non-recurring items of loss or gain;
asset impairments; litigation or claim judgments or settlements;
changes in the Code or tax rates; changes in accounting principles;
changes in other laws or regulations affecting reported results;
charges relating to restructurings, discontinued operations,
severance and contract termination and other
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costs incurred in
rationalizing certain business activities; and gains or losses from
the acquisition or disposition of businesses or assets or from the
early extinguishment of debt.
(t)
“Person” means any individual, corporation,
partnership, association or trust.
(u)
“Plan” means this Alliant Techsystems Inc. 2005 Stock
Incentive Plan, as amended from time to time.
(v)
“Restricted Stock” means any Share granted under
Section 6(c) of the Plan.
(w)
“Restricted Stock Unit” means any unit granted under
Section 6(c) of the Plan evidencing the right to receive
a Share (or a cash payment equal to the Fair Market Value of a
Share) at some future date.
(x)
“Rule 16b-3” means Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Exchange Act or
any successor rule or regulation.
(y)
“Section 162(m)” means Section 162(m) of
the Code, or any successor provision, and the applicable Treasury
Regulations promulgated thereunder.
(z)
“Shares” means shares of common stock, par value of
$0.01 per share, of the Company or such other securities or
property as may become subject to Awards pursuant to an adjustment
made under Section 4(c) of the Plan.
(aa)
“Stock Appreciation Right” means any right granted
under Section 6(b) of the Plan.
(bb)
“Stock Award” means any Share granted under
Section 6(f) of the Plan.
Section 3.
Administration .
(a)
Power and Authority of the Committee . The Plan
shall be administered by the Committee. Subject to the express
provisions of the Plan and to applicable law, the Committee shall
have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to
each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or the method by which payments or other
rights are to be calculated in connection with) each Award;
(iv) determine the terms and conditions of any Award or Award
Agreement; (v) amend the terms and conditions of any Award or
Award Agreement, provided, however, that, except as otherwise
provided in Section 4(c) hereof, the Committee shall not
reprice, adjust or amend the exercise price of Options or the grant
price of Stock Appreciation Rights previously awarded to any
Participant, whether through amendment, cancellation and
replacement grant, or any other means; (vi) accelerate the
exercisability of any Award or the lapse of restrictions relating
to any Award; (vii) determine whether, to what extent and
under what circumstances Awards may be exercised in cash, Shares,
other securities, other Awards or other property, or canceled,
forfeited or suspended; (viii) determine whether, to what
extent and under what circumstances cash, Shares, other securities,
other Awards, other property and other amounts payable to a
Participant with respect to an Award under the Plan shall be
deferred either automatically or at the election of the holder of
the Award or the Committee; (ix) interpret and administer the
Plan and any instrument or agreement, including any Award
Agreement, relating to the Plan; (x) establish, amend, suspend
or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the
Plan; and (xi) make any other determination and take any other
action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award or
Award Agreement shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive
and binding upon any Participant, any holder or beneficiary of any
Award or Award Agreement, and any employee of the Company or any
Affiliate.
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(b)
Delegation . The Committee may delegate its
powers and duties under the Plan to one or more Directors
(including a Director who is also an officer of the Company) or a
committee of Directors, subject to such terms, conditions and
limitations as the Committee may establish in its sole discretion;
provided, however, that the Committee shall not delegate its powers
and duties under the Plan (i) with regard to officers or
directors of the Company or any Affiliate who are subject to
Section 16 of the Exchange Act or (ii) in such a manner
as would cause the Plan not to comply with the requirements of
Section 162(m) of the Code.
(c)
Power and Authority of the Board of Directors .
Notwithstanding anything to the contrary contained herein, the
Board may, at any time and from time to time, without any further
action of the Committee, exercise the powers and duties of the
Committee under the Plan, unless the exercise of such powers and
duties by the Board would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.
Section 4. Shares Available
for Awards .
(a)
Shares Available . Subject to adjustment as
provided in Section 4(c) of the Plan, the aggregate
number of Shares that may be issued under all Awards under the Plan
shall be 1,532,360. Shares to be issued under the Plan will be
authorized but unissued Shares or Shares that have been reacquired
by the Company and designated as treasury shares. Shares that are
subject to Awards that terminate, lapse or are cancelled or
forfeited shall be available again for grant under the Plan. Shares
that are tendered by a Participant or withheld by the Company as
full or partial payment to the Company of the purchase or exercise
price relating to an Award or to satisfy tax withholding
obligations relating to an Award shall not be available for future
grants under the Plan. In addition, if Stock Appreciation rights
are settled in Shares upon exercise, the aggregate number of Shares
subject to the Award rather than the number of Shares actually
issued upon exercise shall be counted against the number of Shares
authorized under the Plan.
(b)
Accounting for Awards . For purposes of this
Section 4, if an Award entitles the holder thereof to receive
or purchase Shares, the number of Shares covered by such Award or
to which such Award relates shall be counted on the date of grant
of such Award against the aggregate number of Shares available for
granting Awards under the Plan.
(c)
Adjustments . In the event that an equity
restructuring, as defined as a nonreciprocal transaction between
the Company and its stockholders that causes the per-share fair
value of the Shares underlying an Option or similar Award to change
( e.g. , stock dividend, stock split, spinoff, etc.
), has occurred, the Committee shall make an equitable adjustment
to (i) the number and type of Shares (or other securities)
that thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other securities) subject to
outstanding Awards and (iii) the purchase or exercise price
with respect to any Award.
In
the event that the Committee shall determine that an event other
than an equity restructuring, as defined above, affects the Shares
such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under
the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of
Shares (or other securities or other property) that thereafter may
be made the subject of Awards, (ii) the number and type of
Shares (or other securities or other property) subject to
outstanding Awards and (iii) the purchase or exercise price
with respect to any Award.
(d)
Award Limitations Under the Plan.
(i)
Section 162(m) Limitation for Certain Types of
Awards . No Participant may be granted Options,
Stock Appreciation Rights or any other Award or Awards under the
Plan, the value of which Award or Awards is based solely on an
increase in the v
