Exhibit 10.1
ALLIANT TECHSYSTEMS
INC.
2005 STOCK INCENTIVE
PLAN
(As Amended and Restated
Effective August 4, 2009)
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.
(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.
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(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, regulations or other provisions affecting reported results;
charges relating to restructurings, discontinued operations,
severance and contract termination and other 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.
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(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, exchange for cash or any other Awards, 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
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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 2,382,360. 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.
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(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,
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