Exhibit 10.1
Non-Employee
Director
Restricted Stock Award and
Stock Deferral Program
Under the
Alliant Techsystems
Inc.
2005 Stock Incentive
Plan
(As amended and restated
October 30, 2007)
Section
1. The Program.
1.1 Effective Date; Duration;
Administration. The Non-Employee Director Restricted Stock
Award and Stock Deferral Program (“Program”) is being
adopted under the Alliant Techsystems Inc. 2005 Stock Incentive
Plan (“Plan”), effective October 30, 2006. The Program
is amended and restated as of October 30, 2007. No Award shall be
made under this Program after the date of termination of the 2005
Stock Incentive Plan. The Program shall be subject to the
provisions of the Plan and the terms and conditions set forth in
this document. This Program shall be administered in accordance
with the Plan.
1.2 Definitions. Capitalized terms
used in this document shall have the respective meanings given to
such terms in the Plan, unless otherwise defined herein
.
(a) “Non-Employee Director”
means a Director who is not also an employee of the Company or one
of the Company’s Affiliates.
(b) “Change in Control” shall
have the meaning set forth in Appendix B to this
Program.
Section 2.
Restricted Stock Awards.
2.1 Award Dates.
(a) As of the date of the annual meeting
of the Company’s stockholders (“Annual Meeting”)
held in 2007, each Non-Employee Director who is elected or
reelected to the Board at such Annual Meeting shall be awarded
shares of Restricted Stock with a Fair Market Value of $75,000
(rounded to the nearest whole share) as determined by the closing
sale price of the Shares on the date of such Annual Meeting. As of
the date of each Annual Meeting of the Company’s stockholders
beginning with the 2008 Annual Meeting, each Non-Employee Director
who is elected or reelected to the Board at such Annual Meeting
shall be awarded shares of Restricted Stock with a Fair Market
Value of $85,000 (rounded to the nearest whole share) as determined
by the closing sale price of the Shares on the date of such Annual
Meeting.
(b) A Non-Employee Director who is first
elected to the Board on or after August 7, 2006 and before January
1, 2008 at other than an Annual Meeting shall be awarded shares of
Restricted Stock as of the Director’s first day of service as
a Non-Employee Director with a Fair Market Value of $75,000
(rounded to the nearest whole share) as determined by the closing
sale price of the Shares on the date of Award. A Non-Employee
Director who is first elected to the Board on or after Janaury 1,
2008 and other than at an Annual Meeting shall be awarded shares of
Restricted Stock as of the Director’s first day of service as
a Non-Employee Director with a
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Fair Market
Value of $85,000 (rounded to the nearest whole share) as determined
by the closing sale price of the Shares on the date of
Award.
(c) A Director may elect, in writing, in
accordance with the provisions of Appendix A of this Program, to
waive the Director’s right to receive the Award and instead
receive an equal number of deferred Restricted Stock
Units.
2.2 Issuance of Stock. As promptly
as practicable after the date as of which a Restricted Stock Award
is made, the Company shall issue Shares to the Non-Employee
Director, either by book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates
shall be held by the Company.
2.3 Rights of Holders of Restricted
Stock. Upon issuance of the shares of Restricted Stock, the
Director shall have, subject to the restrictions of this Program
and the Plan, all of the rights of a stockholder with respect to
the Shares, including the right to vote the Shares and receive any
cash dividends and any other distributions thereon, unless and
until the Shares are forfeited.
2.4 Restricted Period. Restricted
Stock shall be subject to the restrictions set forth in Sections
2.5 and 2.7 of this Program and the provisions of the Plan for a
period (the “Restricted Period”) commencing on the date
as of which the Restricted Stock is awarded (the “Award
Date”) and ending on the earlier of:
(a)
the first anniversary of the Award Date; or
(b)
the first to occur of the following:
(i)
the retirement of the Director from the Board in compliance with
the Board’s retirement policy as then in effect;
(ii)
the death of the Director;
(iii)
the termination of the Director’s service on the Board
because the Director has been determined to be eligible for Social
Security disability benefits (“Disability”); or
(iv)
the termination of the Director’s service on the Board
following a Change in Control of the Company.
2.5 Forfeiture of Restricted
Stock. As of the date (“Termination Date”) a
Director ceases to be a member of the Board for any reason, the
Director shall forfeit to the Company all shares of Restricted
Stock awarded to the Director for which the Restricted Period has
not ended as of or prior to the Termination Date.
2.6 Release of Restricted Stock.
Restricted Stock shall be released to the Director, free and clear
of all restrictions and other provisions of this Program or the
Plan, on the first business
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day
immediately following the last day of the Restricted Period. Shares
will be delivered to the Director as promptly as practicable after
the end of the Restricted Period.
2.7 Restrictions. Restricted Stock
shall be subject to the following restrictions during the
Restricted Period:
(a) The Restricted Stock shall be subject
to forfeiture to the Company as provided in Section 2.5 of this
Program.
(b) The Restricted Stock may not be sold,
transferred, pledged or otherwise encumbered during the Restricted
Period, and neither the right to receive the Shares nor any
interest under this Program or the Plan may be transferred by a
Director, and any attempted transfer shall be void.
(c) Any securities or property (other
than cash) that may be issued with respect to the shares of
Restricted Stock as a result of any stock dividend, stock split,
business combination or other event shall be subject to the
restrictions and other provisions of this Program and the
Plan.
(d)
The issuance of Restricted Stock and the delivery of the Shares
shall be subject to and contingent upon the completion of any
registration or qualification of the Shares under any federal or
state law or governmental rule or regulation that the Company, in
its sole discretion, determines to be necessary or
advisable.
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Appendix A
to
Non-Employee Director
Restricted Stock Award and
Stock Deferral Program
Under the
Alliant Techsystems
Inc.
2005 Stock Incentive
Plan
Section 1. Purpose and
Effect.
(a)
This Appendix A to the Non-Employee Director Restricted Stock Award
and Stock Deferral Program under the Alliant Techsystems Inc. 2005
Stock Incentive Plan (the “Program”) authorizes the
deferral of income that would otherwise be recognized upon the
lapse of restrictions applicable to Restricted Stock Awards under
the Plan.
(b)
In accordance with the rules set forth in this Appendix A,
Directors may waive their rights to receive Restricted Stock Awards
under the Program and instead receive an equal number of deferred
Restricted Stock Units in a deferred restricted stock unit account
(“Deferred Restricted Stock Unit Account”) by making a
timely deferral election in accordance with the provisions of this
Appendix A (a “Deferral Election”).
Section 2. Deferral
Election.
(a)
A Non-Employee Director may make a Deferral Election in accordance
with this Appendix A on or before December 31 of the year preceding
the date of the Annual Meeting at which the Restricted Stock Award
is to be made under the Program. If a Director’s initial
election to the Board does not occur at an Annual Meeting, the
Director may make a Deferral Election within 30 days after the date
of being elected to the Board with respect to the Restricted Stock
Award that would otherwise be granted as of the date of the next
Annual Meeting. Directors first elected to the Board at an Annual
Meeting are not eligible to make a Deferral Election with respect
to the Restricted Stock Award for the year of election to the
Board. A Director whose initial election to the Board does not
occur at an Annual Meeting may make a Deferral Election with
respect to the Restricted Stock Award that would otherwise be
granted upon initial election to the Board no later than 30 days
after first being elected to the Board provided that such election
occurs prior to commencement of service as a Director.
(b)
A Deferral Election made pursuant to this Section 2 shall be timely
made in writing and shall specify the time of payment in accordance
with the rules for payment under Section 4 of this Appendix A. Any
Deferral Election made pursuant to this Section 2 shall be
irrevocable and shall apply to 100%, and not less than 100%, of the
shares subject to the Restricted Stock Award. A Deferral Election
will be applicable to all future Restricted Stock Awards unless and
until the Deferral Election is rescinded in writing by the
Non-Employee Director delivered to the Company (to the attention of
the Corporate Secretary) by the time prescribed in Section 2(a) of
this Appendix A.
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(c)
Deferral Elections and beneficiary designations made pursuant to
this Appendix A must be made in writing on forms substantially
similar to the forms set forth in Exhibit I to this Appendix A, and
shall be subject to such other procedural rules as the Committee
may establish. The election forms must be received by the Company
(to the attention of the Corporate Secretary) by the time
prescribed in Section 2(a) of this Appendix A.
Section 3.
Deferred Restricted Stock Unit Account . A Deferred
Restricted Stock Unit Account shall be established and maintained
for each Director who has made a Deferral Election, subject to the
following rules:
(a)
For each share of Restricted Stock deferred, a Restricted Stock
Unit shall be credited to the Director’s Deferred Restricted
Stock Unit Account as of the date the Restricted Stock Award
otherwise would have been granted. The Restricted Stock Units shall
be subject to forfeiture during the Restricted Period specified in
Section 2.4 of this Program and any Deferred Restricted Stock Units
in the Account shall be forfeited if the vesting requirement is not
satisfied
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