Exhibit 10.1
Non-Employee Director
Restricted Stock Award and Stock Deferral Program
Under the
Alliant Techsystems Inc.
2005 Stock Incentive Plan
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. 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 each
annual meeting of the Company’s stockholders (“Annual
Meeting”) beginning with the 2007 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 $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.
(b) A Non-Employee Director
who is first elected to the Board on or after August 7, 2006 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 Fair Market Value of $75,000.00
(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, 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 and instead receive an
equal number of deferred Restricted Stock Units, subject to the
provisions of Appendix A of this Program.
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2.2 Issuance of Stock.
As promptly as practicable after the date as of which a
Restricted Stock Award is made, the Company shall issues 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 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.
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(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 Defer
