Exhibit 10.1
ALLIANT TECHSYSTEMS
INC.
AMENDED AND
RESTATED
NON-EMPLOYEE DIRECTOR RESTRICTED
STOCK PLAN
Amended and Restated as of
December 12, 2005
Section 1.
Introduction
1.1 The Plan; Effective Date;
Duration. This Alliant Techsystems Inc. Amended and
Restated Non-Employee Director Restricted Stock Plan (the
“Plan”), shall be effective as of December 12,
2005. No award shall be made under the Plan after the
expiration of 10 years from August 6, 1996, the original effective
date of the Plan.
1.2 Purpose. The
purpose of the Plan is to provide each non-employee member
(“Director”) of the Board of Directors (the
“Board”) of Alliant Techsystems Inc. (the
“Corporation”) with awards of shares of common stock,
par value $.01 per share (“Stock”), of the Corporation,
subject to the restrictions and other provisions of the Plan.
It is intended that the Plan will (a) permit Directors to increase
their stock ownership and proprietary interest in the Corporation
and their identification with the interests of the
Corporation’s stockholders (“Stockholders”), (b)
provide a means of compensating Directors that will help attract
qualified candidates to serve as Directors, and (c) induce
incumbent Directors to continue to serve if the Board desires that
they remain on the Board.
1.3 Shares of Stock Available
Under the Plan.
(a) Subject to any adjustments made
pursuant to Section 1.3(c), the aggregate number of shares of Stock
that may be issued under the Plan shall be 168,750, taking into
account the effect of the stock splits in the form of stock
dividends that were paid on November 10, 2000, September 7, 2001,
and June 10, 2002.
(b) Shares of Stock awarded under
the Plan may be (i) authorized but unissued shares of Stock, (ii)
previously issued shares of Stock reacquired by the Corporation,
including shares purchased in the open market (collectively,
“Treasury Shares”), or (iii) a combination
thereof.
(c) Appropriate and equitable
adjustment shall be made in the number of shares of Stock available
under the Plan and covered by Plan awards in the event of any
recapitalization, reorganization, merger, consolidation, spin-off,
combination, repurchase, exchange of shares or other securities of
the Corporation, stock split, reverse stock split, stock dividend,
extraordinary dividend, liquidation, dissolution, or other similar
corporate transaction or event affecting the
Corporation.
Section 2. Restricted Stock
Awards
2.1 Award Dates.
(a) As of the date of each annual
meeting of Stockholders (“Annual Meeting”), commencing
with the 1996 Annual Meeting and terminating December 31, 2001,
each Director elected or reelected to the Board at such Annual
Meeting shall be awarded 600 shares of restricted Stock
(“Restricted Stock”). Commencing January 1, 2002
and terminating March 31, 2003, as of the date of each Annual
Meeting, each Director elected or reelected to the Board at such
Annual Meeting shall be awarded 750 shares of Restricted
Stock. Commencing April 1, 2003, as of the date of each
Annual Meeting, each Director elected or reelected to the Board at
such Annual Meeting shall be awarded shares of Restricted Stock
with a market value of $55,000.00 as determined by the closing
market price of Stock on the date of such Annual
Meeting.
(b) A Director who is elected to the
Board on a date other than the date of an Annual Meeting shall be
awarded shares of Restricted Stock as of such date of election with
a market value of $55,000.00 as determined by the closing market
price of the Stock on the date of such election.
(c) A Director may elect, in
writing, on or prior to any date as of which the Director is
entitled to receive a Restricted Stock award to waive the
Director’s right to receive the award. Any such waiver shall
apply to all future Restricted Stock awards the Director would
otherwise be entitled to receive, and shall remain in effect until
such time as the Director elects, in writing, to revoke such
waiver. Any such revocation shall be effective with respect to
Restricted Stock awards the Director is entitled to receive as of
dates subsequent to the date of the revocation.
2.2 Issuance of Stock.
As promptly as practical after the date as of which an award is
made, the Corporation shall issue a certificate
(“Certificate”), registered in the name of each
Director receiving an award, representing the number of shares of
Restricted Stock covered by the Director’s award.
2.3 Rights of Holders of
Restricted Stock. Upon issuance of a Certificate, the
Director in whose name the Certificate is registered shall, subject
to the provisions of the Plan, have all of the rights of a
Stockholder with respect to the shares of Restricted Stock
represented by the Certificate, including the right to vote the
shares and receive cash dividends and other cash distributions
thereon.
2.4 Restricted Period.
Restricted Stock shall be subject to the restrictions set forth in
Sections 2.5 and 2.7 of the Plan and the other 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 third anniversary of the Award
Date with respect to an award of Restricted Stock to a Director;
or
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(b)
the first to occur of the
following:
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(i)
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the retirement of the Director from
the Board in compliance with the Board’s retirement policy as
then in effect;
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(ii)
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the termination of the
Director’s service on the Board as a result of the
Director’s not being nominated for reelection by the Board,
but not as a result of the Director’s declining to serve
again;
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(iii)
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the termination of the
Director’s service on the Board because the Director,
although nominated for reelection by the Board, is not reelected by
the Stockholders;
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(iv)
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the termination of the
Director’s service on the Board because of (A) the
Director’s resignation at the request of the Nominating
Committee of the Board, (B) the Director’s removal by action
of the Stockholders, or (C) the sale, merger or consolidation of,
or a similar extraordinary transaction involving, the Corporation;
or
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(v)
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the termination of the
Director’s service on the Board because of disability or
death.
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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 Corporation all 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 the Plan, on the first business day immediately following the
last day of the Restricted Period with respect to such Restricted
Stock, unless the Director has made a deferral election pursuant to
Appendix A to the Plan.
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 Corporation as provided in Section 2.5
of the Plan.
(b) The Restricted Stock may not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, and neither the right to receive Restricted Stock nor
any interest under the Plan may be assigned by a Director, and any
attempted assignment shall be void.
(c) Each Certificate representing
shares of Restricted Stock shall be held by the Corporation and
shall, at the option of the Corporation, bear an appropriate
restrictive legend and be subject to appropriate “stop
transfer” orders. The Director shall deliver to the
Corporation a stock power endorsed in blank to the
Corporation.
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(d) Any additional Stock or other
securities or property (other than cash) that may be issued with
respect to 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 the Plan.
(e) The issuance of any Restricted
Stock award shall be subject to and contingent upon (i) completion
of any registration or qualification of the Stock under any federal
or state law or governmental rule or regulation that the
Corporation, in its sole discretion, determines to be necessary or
advisable; (ii) the execution by the Director and delivery to the
Corporation of (A) any agreement reasonably required by the
Corporation, and (B) the stock power referred to in Section 2.7(c);
and (iii) the payment by the Director to the Corporation of the par
value of the Restricted Stock, except to the extent that Treasury
Shares are issued in connection with the award.
Section 3. General
Provisions
3.1 Administration.
The Plan shall be administered by a committee (the
“Committee”) that shall be the Nominating and
Governance Committee of the Board or such other committee of
Directors as may be designated by the Board. The Committee shall
have full power, discretion and authority to interpret and
administer the Plan, except that the Committee shall have no power
to (a) determine the eligibility for awards of Restricted Stock or
the number of shares of Restricted Stock to be awarded or the
timing or value of awards of Restricted Stock to be awarded to any
Director, or (b) take any action specifically delegated to the
Board under the Plan. The Committee’s interpretations and
actions shall, except as otherwise determined by the Board, be
final, conclusive and binding upon all persons for all
purposes.
3.2 No Retention Rights.
Neither the establishment of the Plan nor the awarding of
Restricted Stock to a Director shall be considered to give the
Director the right to be retained on, or nominated for reelection
to, the Board, or to any benefits or awards not specifically
provided for by the Plan.
3.3 Interests Not
Transferable. Except as to withholding of any tax
required under the laws of the United States or any state or
locality, no benefit payable at any time under the Plan shall be
subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, or other legal process, or encumbrance of any
kind. Any attempt to alienate, sell, transfer, assign,
pledge, attach or otherwise encumber any such benefits whether
currently or thereafter payable, shall be void. No benefit
shall, in any manner, be liable for or subject to the debts or
liabilities of any person entitled to such benefits. If any
person shall attempt to, or shall alienate, sell, transfer, assign,
pledge or otherwise encumber such person’s benefits under the
Plan, or if by reason of such person’s bankruptcy or any
other event, such benefits would devolve upon any other person or
would not be enjoyed by the person entitled thereto under the Plan,
then the Committ
