Back to top

GENERAL RELEASE OF CLAIMS

Release Agreement

GENERAL RELEASE OF CLAIMS | Document Parties: ALLIANT TECHSYSTEMS INC You are currently viewing:
This Release Agreement involves

ALLIANT TECHSYSTEMS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: GENERAL RELEASE OF CLAIMS
Date: 8/7/2008
Industry: Aerospace and Defense     Sector: Capital Goods

GENERAL RELEASE OF CLAIMS, Parties: alliant techsystems inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.1

 

AGREEMENT

 

AND

 

GENERAL RELEASE OF CLAIMS

 

This Agreement and General Release of Claims (“Agreement” or “General Release”) is made and entered into by and between Ronald D. Dittemore for himself and on behalf of his agents, assigns, heirs, executors, administrators, attorneys and representatives (“Mr. Dittemore”), and Alliant Techsystems Inc., a Delaware corporation, any related corporations or affiliates, subsidiaries, predecessors, successors and assigns, present or former officers, directors, stockholders, board members, agents, employees, and attorneys, whether in their individual or official capacities, delegates, benefit plans and plan administrators, and insurers (“Company” or “ATK”).

 

WHEREAS, ATK and Mr. Dittemore have mutually agreed that his employment shall end as provided in this Agreement. In consideration of Mr. Dittemore signing and complying with this Agreement, ATK agrees to provide him with certain payments and other valuable consideration described below. Further, ATK and Mr. Dittemore desire to resolve and settle any and all potential disputes or claims related to Mr. Dittemore’s employment or termination of employment.

 

WHEREAS, ATK has a need for Mr. Dittemore to help transition certain business for which he has been responsible to a new business group formed within the Company and to assume the special role of Senior Vice President of Strategic Partnerships. In this position, Mr. Dittemore remains an executive officer and will report directly to the Chief Executive Officer of ATK.

 

WHEREAS, ATK has expended significant time and money on the promotion, advertising, and development of goodwill and a sound business reputation through which ATK has developed a list of customers and has spent time and resources to learn the customers’ needs for ATK’s services and products. This information is a valuable, special and unique asset of ATK, which Mr. Dittemore acknowledges constitutes confidential and proprietary information.

 

WHEREAS, ATK has expended significant time and money on technology, research and development through which it has developed products, processes, technologies and services that are valuable, special and unique assets of ATK, which Mr. Dittemore acknowledges constitutes confidential and proprietary information.

 

WHEREAS, the disclosure to or use by third parties of any of ATK’s confidential or proprietary information or trade secrets, or Mr. Dittemore’s unauthorized use of such information or trade secrets would seriously harm ATK’s business and cause monetary loss that would be difficult, if not impossible, to measure.

 

THEREFORE, ATK and Mr. Dittemore mutually agree to the following terms and conditions:

 

1.                                        Last Day of Employment . Mr. Dittemore commits to remain as an employee of ATK until March 31, 2009 or a different date if mutually agreed to by the parties (“Termination Date”).

 



 

(a)                                  Final Paycheck . Mr. Dittemore’s final paycheck will include all salary earned through his last day of employment. ATK will also pay Mr. Dittemore for any accrued, but unused vacation/PTO.

 

(b)                                 Transition Payment . Mr. Dittemore will receive a single lump-sum payment in the amount of $1,544,500 (“Transition Payment”). This payment will be made after Mr. Dittemore’s Termination Date, but no later than June 15, 2009. It will be subject to all applicable withholdings and will be taxable as payroll wages. No 401k Plan deductions will be taken from the Transition Payment nor is it pensionable earnings (for example, it is not “Earnings” or “Recognized Compensation”) for purposes of any ATK qualified or non-qualified employee benefits plans.

 

(c)                                  Executive Incentive Pay . Mr. Dittemore is eligible for the Executive Incentive Plan (EIP) program for Fiscal Year 2009 (“FY09”). Payment under the EIP program will be based solely on the actual business performance as established in the beginning of FY09, and Mr. Dittemore will receive the full discretionary award with no downward adjustment made to it. The amounts paid will be made in a single lump sum payment in cash at the time all other EIP participants receive payment. Mr. Dittemore’s payment will be based 100% on the achievement of corporate goals.

 

(d)                                 Restricted Stock . Mr. Dittemore has one unvested restricted stock award which was granted on October 31, 2005, for 5000 shares which according to the terms of his Restricted Stock Award Agreement will vest upon his Termination Date.

 

(e)                                  Performance Shares and Cash Incentive Payments . Mr. Dittemore has three Performance Award Agreements. In accordance with these Performance Award Agreements, Mr. Dittemore will receive a prorated number of performance shares and a prorated cash incentive payment, as applicable, based on the amount of active service time during the applicable fiscal year. Specifically, assuming the last day of employment of March 31, 2009:

 

(i)                                                                                     For the Performance Award Agreement dated April 1, 2006, for the fiscal year 2007-2009 performance period, the award will be the total earned amount.

 

(ii)                                                                                  For the Performance Award Agreement dated March 12, 2007 for the fiscal year 2008 – 2010 performance period, the award will be prorated 24/36 of total earned amount.

 

(iii)                                                                               For the Performance Award Agreement dated March 10, 2008 for the fiscal year 2009 – 2011 performance period, the award will be prorated 12/36 of total earned amount.

 

ATK expects to make payment of each award following the completion of the applicable performance period which ATK currently expects to be in May after each of those periods; but in no event will the payment be later than the last day in the calendar year in which the performance period ends. The number of shares delivered and the amount of any cash payment depend on whether and to what extent ATK meets the objectives that were established when the

 

2



 

performance awards were granted. All payments will be taxed in accordance with the federal and state tax laws that apply and ATK practice and will be subject to the terms of the applicable Performance Award Agreements.

 

(f)                                    Stock Options . All of Mr. Dittemore’s stock options have vested. All stock options that are exercisable on Mr. Dittemore’s termination date remain exercisable until the earlier of (i) the option’s expiration date under the Non-Qualified Stock Option Agreement from which it was granted, or (ii) three years from his Termination Date. All terms of the Non-Qualified Stock Option Agreement(s) apply.

 

(g)                                 Deferred Compensation . Any compensation that has been deferred under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan (or predecessor plan) shall be paid in accordance with Mr. Dittemore’s pre-selected distribution options and the terms of that plan. There are no current outstanding deferral elections for compensation (including salary, bonuses and performance awards).

 

(h)                                 Financial Planning . Mr. Dittemore will be provided with Ayco financial planning for one year following his Termination Date. The value of this service will not exceed $15,500.

 

(i)                                     Retirement Benefits . Mr. Dittemore’s retirement benefits under the ATK defined benefit pension plan applicable to him will be paid in accordance with his elections under that plan. Mr. Dittemore’s non-qualified Supplemental Executive Retirement Plan benefit will be paid in accordance with that plan’s terms.

 

2.                                        Retention Period . Mr. Dittemore agrees to remain working for the Company in the position of Senior Vice President Strategic Partnership through his Termination Date. During this period, Mr. Dittemore agrees to work diligently and in good faith in aiding the transition of the business group for which he was responsible, to engage fully in the continued development of business with NASA, and to serve as ATK’s liaison with senior NASA leadership. Mr. Dittemore will work from his primary residence during this period and will be reimbursed for appropriate expenses to equip his place of residence to perform his obl


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more