Exhibit 10.23
ALLIANT TECHSYSTEMS INC. INCOME SECURITY PLAN
The purpose of the Alliant Techsystems Inc. Income Security Plan is to
provide certain income security to elected corporate officers and other
designated individuals or groups of individuals of Alliant Techsystems Inc. and
its Subsidiaries. The Board of Directors has determined that it is in the best
interests of the Company and its stockholders to secure the continued services,
dedication and objectivity of its management in light of the potential
occurrence of changes of control of the Company, without concern as to whether
such individuals might be hindered or distracted by personal uncertainties and
risks created by any such potential change of control. In adopting this Plan,
the Board of Directors also recognizes and anticipates that differing, or
enhanced, severance arrangements or benefits may be in the Company's interest
for particular employees, or in particular circumstances not now present or
anticipated. Adoption of this Plan is not intended to address all conceivable
situations in which providing such benefits would be in the Company's interest
and therefore, is not intended to preclude such other arrangements.
This Plan shall be administered by the Personnel and Compensation Committee
of the Company's Board of Directors, with the approval, as to matters involving
any publicly-traded Subsidiary of the Company, of the compensation committee of
such publicly-traded Subsidiary.
1. Definitions.
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(a) "Annual Base Salary" shall mean Participant's annual, regular rate of
cash compensation excluding all other elements of compensation such as, without
limitation, incentive or other bonus awards, perquisites, stock options or stock
awards, and retirement and welfare benefits.
(b) The "Board" shall mean the Board of Directors of the Company.
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(c) "Cause" shall mean:
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(1) a Participant's conviction of a felony (or guilty or nolo
Contendere plea in connection therewith) or the indictment of Participant
on, or the Participant being charged with, a felony charge, if either (x)
such charge relates to the Company's business or any activities engaged in
by the Participant while on Company premises or while engaged in activities
related to the Company's business, or (y) such charge remains outstanding
for thirty (30) days or more; or
(2) a determination by the Board that a Participant has defrauded the
Company; or
(3) a determination by the Board that a Participant has committed a
material breach of the duties and responsibilities of the Participant as an
officer or employee of the Company, which breach is (i) demonstrably
willful and deliberate, or committed in bad faith or without reasonable
belief that the activity undertaken by the Participant is in the best
interests of the Company and (ii) if subject to cure, not remedied within
thirty (30) days after receipt of written notice from the Company
specifying such breach.
(d) A "Change of Control" shall mean:
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(1) the acquisition by any "person" or group of persons (a "Person"),
as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended and the regulations thereunder (the
"Exchange Act") (other than the Company or a Subsidiary or any Company
employee benefit plan (including its trustee)) of "beneficial ownership"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing, directly or indirectly, more
than fifty percent (50%) of the total number of shares of the Company's
then outstanding Voting Securities;
(2) consummation of a reorganization, merger or consolidation of the
Company, or the sale or other disposition of all or substantially all of
the Company's assets (a "Business Combination"), in each case, unless,
following such Business Combination, the individuals and entities who were
the beneficial owners of the total number of shares of the Company's
outstanding Voting Securities immediately prior to both (x) such Business
Combination, and (y) any Change Event occurring within twelve (12) months
prior to such Business Combination, beneficially own, directly or
indirectly, more than fifty percent (50%) of the total number of shares of
the outstanding Voting Securities of the resulting corporation, or the
acquiring corporation, as the case may be, immediately following such
Business Combination (including, without limitation, the outstanding Voting
Securities of any corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the total number of shares of the Company's outstanding
Voting Securities; or
(3) any other circumstances (whether or not following a "Change
Event") which the Board determines to be a Change of Control for purposes
of this Plan after giving due consideration to the nature of the
circumstances then presented and the purposes of this Plan. Any
determination made under this subsection (d)(3) shall be irrevocable except
by vote of a majority of the members of the Board who voted in favor of
making such determination.
For purposes of this subsection (d), a "Change of Control" shall not
result from any transaction precipitated by the Company's insolvency,
appointment of a conservator, or determination by a regulatory agency that
the Company is insolvent.
(e) "Change of Control Date" shall mean the first date on which a Change
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of Control occurs.
(f) "Change Event" shall mean:
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(1) the acquisition after the date this Plan is adopted by the Board,
by any Person (other than the Company or a Subsidiary, or any Company
employee benefit plan (including its trustee)) of "beneficial ownership"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company directly or indirectly representing fifteen
percent (15%) or more of the total number of shares of the Company's then
outstanding Voting Securities (excluding the sale or issuance of such
securities directly by the Company, or where the acquisition of such
securities is made by such Person from five (5) or
fewer shareholders in a transaction or transactions approved in advance by
the Board);
(2) the public announcement by any Person of an intention to acquire
the Company through a tender offer, exchange offer, or other unsolicited
proposal; or
(3) the individuals who, as of the date this Plan is adopted by the
Board, are members of the Board (the "Incumbent Board"), cease for any
reason to constitute at least a majority of the Board; provided, however,
that if the nomination for election of any new director was approved by a
vote of a majority of the Incumbent Board, such new director shall, for the
purposes of this definition, be considered a member of the Incumbent Board.
(g) "Committee" shall mean the Personnel and Compensation Committee of the
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Board.
(h) "Company" shall mean Alliant Techsystems Inc. and its successors and
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assigns.
(i) "Date of Termination" shall mean the date on which a Participant's
employment with the Company or a Subsidiary terminates, including by reason of a
Qualifying Termination.
(j) "Disability" means, with respect to a Participant, a determination by
the Board that such Participant has become disabled within the meaning of the
Company's long term disability plan in effect at that time.
(k) "Executive Life Insurance" shall mean any life insurance policy
insuring the life of the Participant which is in force as of any Change of
Control Date, including policies with accumulated cash value.
(l) "Participant" shall mean each elected encumbant corporate officer, and
each other individual or group of individuals as designated from time to time by
the Committee as being entitled to the benefits provided under the Plan. Unless
otherwise determined by the Committee, a Participant shall cease to be covered
by the Plan automatically if such Participant ceases to be an elected corporate
officer, or otherwise within a designated Participant group, provided that such
change of status occurs prior to a Change of Control. Attached as Exhibit A is a
list of the Participants as of the date this Plan is adopted by the Board.
(m) "Plan" shall mean the Alliant Techsystems Inc. Income Security Plan.
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(n) "Qualifying Termination" shall mean any of the following:
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(1) A termination of a Participant's employment by action of the
Company or a Subsidiary, as applicable, within two (2) years after a Change
of Control Date, for any reason other than a termination for Cause or on
account of a Participant's Disability;
(2) A termination of employment by written election of the
Participant, delivered within two (2) years after a Change of Control Date,
for one or both of the following reasons specified by such Participant:
(i) Change of Compensation. A reduction by the Company or a
Subsidiary, as applicable, in such Participant's Annual Base Salary or
Target Annual Incentive Award below the rates in effect immediately
prior to such Change of Control, or the failure by the Company and
such Subsidiary to continue Participant's eligibility in any Welfare
Benefits in which such Participant was participating immediately prior
to such Change of Control unless such Welfare Benefits are terminated
by the Company in their entirety, or the elimination of eligibility
affects all employees of status comparable to the Participant, or such
Participant is permitted to participate in other plans providing
materially comparable Welfare Benefits to such Participant;
(ii) Change of Location. The Company or a Subsidiary, as applicable,
requiring such Participant to be based anywhere other than such
Participant's work location immediately prior to the Change of Control
Date, as it may be changed thereafter with Participant's consent, or a
location within 75 miles from such location; unless such relocation is
agreed to in writing by both the Company and the Participant, or is
permitted by the terms of such Participant's employment agreement with
the Company;
provided that, in the case of any such termination of employment by the
Participant pursuant to paragraphs (i) or (ii) above, such termination
shall not be deemed to be a Qualifying Termination unless the Company
receives written notice of such Participant's claim of a Qualifying
Termination within sixty (60) days after the occurrence of the events
constituting the Participant's reason for such termination and the Company
or Subsidiary does not within thirty (30) days after receipt of such notice
cure the stated reason therefor; or
(3) A termination of a Participant's employment by the Company or a
Subsidiary within twelve (12) months after a Change Event if the
Participant can demonstrate that such termination or reason for termination
(i) was at the specific request of a third party with which the Company or
the Subsidiary had entered into negotiations or an agreement with regard to
a subsequent Change of Control; or (ii) otherwise occurred in connection
with, or in anticipation of, such Change in Control.
In the event that upon a Change of Control the Company ceases to be a
publicly traded corporation, (x) such event will not, in and of itself
constitute a reason for a Qualifying Termination under paragraph (2) above
unless one of the reasons set forth in paragraphs (i) or (ii) above also occurs;
and (y) Participants shall be entitled to the benefits of Section 4(c)(y), if
applicable, whether or not there has been a Qualifying Termination. For
purposes of this Plan, a termination of a Participant's employment by the
Company or the Participant on account of the Participant's death, Disability or
Retirement shall not constitute a Qualifying Termination.
(o) "Retirement" shall mean the voluntary retirement of a Participant
pursuant to a retirement plan of the Company or any relevant Subsidiary.
(p) "Stock Award" shall mean any grant, award or issuance of a stock
option, restricted stock grant, performance share award or similar compensation
award, which, if earned, would either result in the Participant receiving the
Company's securities, or the opportunity to purchase the Company's securities,
or which would pay a cash amount based upon the value of the Company's
securities, whether under
benefit plans now existing or hereafter adopted, or which are otherwise granted
to a Participant.
(q) "Subsidiary" or "Subsidiaries" shall mean (i) any person or
persons that is or are directly or indirectly controlled by the Company or (ii)
any other person or persons in which the Company has a significant equity
interest, as determined by the Board.
(r) "Target Annual Incentive Award" shall mean Participant's target
annual cash incentive bonus award as determined at the start of the Company's
fiscal year in which the Change of Control occurs.
(s) "Voting Securities" shall mean any shares of the capital stock or
other securities of the Company that are generally entitled to vote in elections
for directors.
(t) "Welfare Benefits" shall mean coverage and benefits provided to
the Participant under the Company's then applicable health, disability,
executive placement or life insurance programs or under a retirement plan
generally applicable to employees of status comparable to a Participant.
2. Obligations of Company Upon Change Event. Upon the occurrence of a
Change Event, the Board shall be prohibited from making any subsequent
amendments to the Plan in its then current form unless such amendment does not
adversely effect then eligible Participants with respect to any Change of
Control occurring within one (1) year after such Change Event, provided,
however, that notwithstanding the occurrence of a Change Event, subject to the
provisions of Section 1(n)(3), the Company and any Subsidiary, as applicable,
shall remain free in all respects to terminate a Participant, modify a
Participant's terms of employment, change or remove such Participant from
corporate offices, or otherwise take actions which would effect a Participant's
compensation or benefits, whether or not an employee is or remains a Participant
under the Plan, subject only to that Participant's individual employment
agreement, if any. The occurrence of a Change Event shall not obligate the
Company to pay any benefits pursuant to Section 4.
3. Trust Funding. At times, in amounts and on terms determined by the
Committee, but in no event later than the date of a Change of Control described
in Section 1(d)(2), or five (5) business days after a Change of Control
described in Section 1(d)(1) or 1(d)(3) (the "Required Funding Date"), the
Company shall establish a trust fund (the "Trust"), of which eligible
Participants shall be the beneficiaries, to secure the Change of Control
severance payments and benefits to be provided in the manner described in
Sections 4(a) and 7. The Trust shall be funded in cash by the Company not later
than the Required Funding Date, or an earlier date if authorized by the
Committee. Interest earned on amounts deposited by the Company into the Trust
shall be due to the Company, and any surplus incurred shall be retained by the
Company. In the event that a Participant becomes eligible for benefits pursuant
to Section 4, that Participant shall be taxed on the full amount held in the
Trust for that Participant's benefit, and the Company will directly pay such
taxes due from the Trust.
4. Obligations of Company Upon Qualifying Termination. In the event of a
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Qualifying Termination, then
(a) Subject to the limitations set forth below, the Company shall
provide Participant monthly payments beginning on the Participant's Date of
Termination and ending the day following the later of (x) the two-year
anniversary (or in
the case of the Chief Executive Officer, the three-year anniversary) of the
Change of Control Date, or (y) the first anniversary of the Participant's Date
of Termination (the "Compensation Continuation Period") in an amount which, if
annualized, shall equal the sum of Participant's Annual Base Salary, plus
Participant's Target Annual Incentive Awards, each as in effect immediately
prior to Participant's Date of Termination, or if higher, as in effect
immediately prior to the Change of Control Date; provided, however, that if
Participant shall become employed in any capacity during the Compensation
Continuation Period, payments required under this Section shall be reduced, or
eliminated in their entirety, by any and all cash compensation paid or accrued
for the benefit of such Participant by such new employer, determined monthly
with amounts in excess of payments due hereunder being carried forward to reduce
future bi-weekly payments due.
(b) During any applicable Compensation Continuation Period, the
Company shall continue to provide Welfare Benefits to Participant and
Participant's dependents at the level of coverage elected by Participant during
the open enrollment period immediately preceding Participant's Date of
Termination; provided however, that if Participant becomes employed by another
employer and is eligible to receive Welfare Benefits under another employer-
provided plan, Company may terminate or reduce Welfare Benefits provided
hereunder so that the total benefits to which Participant is eligible (from such
new employer and as provided hereunder) are comparable to the Welfare Benefits
required hereunder.
(c) (x) Any unvested Stock Awards shall thereupon immediately vest and
(i) in the case of options, shall be exercisable for the lesser of the normal
expiration date or three (3) years after the Date of Termination, and (ii) in
the case of Performance Shares shall vest as of the Date of Termination on a pro
rata basis according to the expired portion of the total measuring period over
which performance for such award is to be measured, and based upon deemed
attainment of the target performance, or if greater, based upon the actual
performance achieved, and (y) if the Company's Common Stock ceases to be listed
for trading on the New York Stock Exchange, American Stock Exchange or the
National Market List of the National Association of Securities Dealers, Inc.,
Automated Quotation System (a "Trading System") and any such Stock Award is not
replaced with an award for securities which are traded on a Trading System
(which replacement award shall have the same or greater current value, as
determined in good faith by the Board, or the Board of Directors of the
Company's successor), then the Participant shall be entitled to receive the
value of any such Stock Award (including any pro rata portion of Performance
Shares, as described above) in cash (within ten (10) days of the date on which
the Company's Common Stock ceases to be traded on a Trading System) in an amount
calculated based upon the highest price paid for the purchase of shares of
Company Common Stock by a Person (as defined in section 1(d) hereof) as of any
date within six (6) months before or subsequent to the Change of Control.
(d) Notwithstanding anything else herein to the contrary, a
Participant hereunder who becomes entitled to the payments set forth in Section
4 hereof shall, for purposes of calculation of retirement qualified and
unqualified plan benefits or eligibility, and for purposes of COBRA eligibility,
be considered to have been employed as of the last day of any applicable
Compensation Continuation Period.
(e) Any Executive Life Insurance programs in force on the life of a
Participant as of the Change of Control Date shall be continued in force until
the end of a Salary Continuation Period, and thereafter the policy, including
the cash value
thereof transferred to the Participant with a lump sum cash payment sufficient
to pay actual taxes due on account of such transfer.
5. Non-exclusivity of Rights. Other than as specifically set forth
herein, nothing in this Plan shall prevent or limit the Participant's continuing
or future participation in any plan, program, policy or practice (collectively,
an "Arrangement") provided by the Company or a Subsidiary and for which the
Participant may qualify, nor shall anything in this Plan limit or otherwise
affect such rights as the Participant may have under any contract or agreement
(collectively, "Agreement") with the Company or a Subsidiary. Unless otherwise
agreed in writing by the Company and a Participant, whenever a Participant would
be entitled to payment of any salary, incentive bonus, Welfare Benefits or other
compensation or benefits under an Arrangement or Agreement other than this Plan,
the Participant shall be entitled to receive (including by way of partial
application of each of this Plan and such other Arrangement and/or Agreement)
the payments and Welfare Benefits most favorable to the Participant (as
determined in good faith by the Participant and evidenced in a written election
by the Participant delivered to the Company within ten (10) business days after
the Date of Termination), provided, however, that nothing herein shall be
construed or shall operate in such a manner as shall permit a Participant to
receive the same type of payment or Welfare Benefit under more than one of this
Plan or such other Arrangement and/or Agreement.
6. Full Settlement. The Company's obligation to make the payments
provided for in this Plan and otherwise to perform its obligations hereunder
shall not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Participant or
others. The Company agrees to pay, to the full extent permitted by law, all
reasonable hourly legal fees and related expenses which the Participant may
reasonably incur as a result of any contested denial by the Company of the
benefits set forth herein (including as a result of any contest by the
Participant about the amount of any payment pursuant to this Plan) if, and only
if, it is determined by a court of competent jurisdiction that such denial or
payment failure was knowingly wrongful. It may be made a condition of payments
hereunder that a Participant deliver a full and complete release of the Company
from all claims other than for the making of payments and the performance of
obligations hereunder.
7. Certain Additional Payments by the Company. (a) Anything in this Plan
to the contrary notwithstanding and except as set forth below, in the event it
shall be determined that any payment or distribution by the Company to or for
the benefit of the Participant (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, but determined
without regard to any additional payments required under this Section (6) (a
"Payment")) would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986 or any interest or penalties are incurred by the
Participant with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Participant shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Participant of all taxes on the Gross-Up Payment including, without limitation,
any income taxes, employment taxes, excise taxes, and interest and penalties
imposed upon the Gross-Up Payment, the Participant retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
8. Confidential Information. The Participant shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data
relating to the Company, which shall have been obtained by the Participant
during the Participant's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Participant or representatives of the Participant in violation of this
Plan). After termination of the Participant's employment with the Company, the
Participant shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it.
9. Non-Compete. In order for any Participant to become eligible for
receipt of the payments and benefits set forth herein, the Participant shall
agree and acknowledge that, during the one year following Participant's Date of
Termination, said Participant shall not, in any capacity whatsoever, compete
with the business of the Company as carried on by the Company, in any geographic
area in which the Company is doing or did business. In the event the provisions
of this Section 9 are found to be invalid or unenforceable as set forth herein,
then this Section 9 shall be thereupon deemed amended to the extent and in the
manner necessary to render its provisions valid and enforceable.
10. Successors.
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(a) This Plan is personal to the Participant and without the prior
written consent of the Company shall not be assignable by the Participant
otherwise than by will or the laws of descent and distribution. This Plan shall
inure to the benefit of and be enforceable by the Participant's legal
representatives.
(b) This Plan shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Plan in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Plan, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Plan by operation of law, or
otherwise.
11. Scope of Plan. The Participant and the Company acknowledge that,
except as may otherwise be provided under any other written agreement between
the Participant and the Company, the employment of the Participant by the
Company is "at will" and prior to the Change of Control Date, the Participant's
employment may be terminated by either the Participant or the Company at any
time prior to the Change of Control Date, in which case the Participant shall
have no further rights under this Plan. In addition, in the event Participant's
employment is terminated as a result of Participant's death or Disability,
Participant shall have no further rights under this Plan. From and after the
Change of Control Date this Agreement shall supersede any other agreement
between the parties with respect to the subject matter hereof.
12. Changes to Plan; Waiver of Terms. This Plan may be altered, amended
or modified at any time by the Board subject only to Section 2. A waiver of any
term, covenant, agreement, or condition contained in this Plan shall not be
deemed a waiver of any other term, covenant, agreement or condition, and any
waiver of any default in
any such term, covenant, agreement or condition shall not be deemed a waiver of
any later default or of any other term, covenant, agreement or condition.
Exhibit A
LIST OF INCOME SECURITY PLAN PARTICIPANTS AS OF MARCH 18, 1997
Elected Corporate Officers
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Peter A. Bukowick
Hugo Fruehauf
Charles H. Gauck
Robert E. Gustafson
Roger P. Heinisch
Galen K. Johnson
William R. Martin
Scott S. Meyers
Paula J. Patineau
Richard Schwartz
Kristi Rollag Wangstad
Donald E. Willis
Daryl L. Zimmer