Exhibit 10.1
ALLIANT TECHSYSTEMS INC.
2005 STOCK INCENTIVE PLAN
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, but
the Management Compensation Plan shall remain in effect for cash
awards. The Company’s Amended and Restated Non-Employee
Director Restricted Stock Plan shall remain in effect, and
restricted stock awards may continue to be made under that
plan.
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.
1
(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 performance goal or goals based on one or more of the
following criteria: sales; gross profit; profitability of an
identifiable business unit or product; income before interest and
taxes; income before interest, taxes, depreciation and
amortization; net income; earnings per share; return on
stockholders’ equity; return on investment or average capital
employed; cash flow; and stock price. The foregoing criteria 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 any of the following events: asset
impairments; litigation or claim judgments or settlements; changes
in the tax code; changes in accounting principles; changes in other
laws or provisions affecting reported results; severance,
restructuring, contract termination and other costs related to
rationalizing certain business activities; and gains or losses from
the 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.
2
(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.
(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.
3
(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 3,000,000. 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 the
Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company or other similar
corporate transaction or event 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 value of the Shares after the date of grant
of such Award or Awards, for more than 750,000 Shares (subject to
adjustment as provided in Section 4(c) of the Plan) in
the aggregate in any calendar year. The foregoing annual limitation
specifically applies to any Award or Awards representing
“qualified performance-based compensation” within the
meaning of Section 162(m) of the Code.
(ii)
Section 162(m) Limitation for
Performance Awards . No Participant may be granted
Performance Awards in excess of 500,000 Shares (subject to
adjustment as provided in Section 4(c) of the Plan) in
the aggregate in any calendar year. This limitation does not apply
to any Award subject to the limitation contained in
Section 4(d)(i) of the Plan.
(iii)
Plan Limitation on Restricted
Stock, Restricted Stock Units, Performance Awards and Stock
Awards . No
more than 1,000,000 Shares (subject to adjustment as provided in
Section 4(c)
4