Exhibit 10.9.1
EXECUTIVE LIFE INSURANCE AGREEMENT
1. INTRODUCTION
It is the consensus of the Board of Directors of Alliant Techsystems
Inc. that you have provided valuable services to the Corporation in the
past. Your experience, your knowledge of the affairs of the
Corporation, and your demonstrated skills have made you a valued
employee. For these reasons, the Board of Directors desires to provide
you with the following benefit, should you remain an employee as
specified in this Agreement.
2. DEFINITIONS
A. Corporation
Corporation refers to Alliant Techsystems Inc.
B. Agreement
Agreement refers to this Executive Life Insurance Agreement
between the Corporation and you.
C. You/Your
You/your refers to [NAME].
3. ELIGIBILITY FOR THE BENEFIT
If you terminate employment with the Corporation for any reason prior
to reaching age 55 and completing at least five (5) years of Credited
Service as defined in the Alliant Techsystems Inc. Aerospace Pension
Plan, you are not entitled to a benefit pursuant to this Agreement.
If you are age 55 or older, have completed five (5) years of Credited
Service as defined in the Alliant Techsystems Inc. Aerospace Pension
Plan, and terminate employment with the Corporation prior to
retirement, you are not entitled to receive a benefit pursuant to this
Agreement. The Corporation may, however, at its sole discretion, decide
to provide you with a benefit pursuant to this Agreement.
If you are age 55 or older, have completed five (5) years of Credited
Service as defined in the Alliant Techsystems Inc. [Aerospace] Pension
Plan, and retire from employment with the Corporation under terms
mutually agreeable to you and the Corporation, you are entitled to
receive a benefit pursuant to this Agreement at retirement.
Eligibility for the benefits provided under this Agreement shall be
determined as of the first date your service for the Corporation is
terminated.
4. BENEFIT
The benefit is equal to the cash surrender value of the life insurance
policy, disregarding any loans or encumbrances placed on the Policy by
the Corporation, purchased by the Corporation on your life pursuant to
the Split Dollar Life Insurance Agreement between you and the
Corporation. Ownership of the life insurance policy may be transferred
to you instead of a cash payment. You may then choose
to continue the life insurance policy, take a retirement income from
the policy's cash surrender value, a combination of both, or surrender
the policy.
5. TERMINATION OF AGREEMENT
A. Without Notice
This Agreement shall terminate, without notice, upon the
occurrence of any of the following events:
(1) Total cessation of the business of the Corporation;
(2) The bankruptcy, receivership, or dissolution of the
Corporation;
(3) Performance of the terms of this Agreement following
your separation from service;
(4) Your death at a time when the terms of the Split
Dollar Life Insurance Agreement between you and the
Corporation is in effect; or
(5) Your separation from service under circumstances that
do not entitle you to a benefit under this Agreement.
B. With Notice
In addition, either party may terminate this Agreement
unilaterally and without cause, by written notice to the other
party of such intent to terminate the Agreement. Such
termination shall be effective as of the date specified in
such notice.
6. AMENDMENT OR TERMINATION AFTER A CHANGE OF CONTROL
Notwithstanding anything herein to the contrary, the Corporation
reserves the right to amend the provisions of the Agreement and to
terminate the Agreement at any time prior to the date of a Change of
Control. During the three (3) years following the date of a Change of
Control, the provisions of this Agreement may not be amended if the
amendment would adversely affect your rights, expectancies, or benefits
under this Agreement (as in effect immediately prior to the Change of
Control) unless the amendment is consented to in writing by you. The
Agreement may be terminated at any time during this three (3) year
period if and only if such termination is consented to in writing by
you. The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the benefits and/or assets of the Corporation to
assume expressly all of the liabilities and obligations of the
Agreement.
For the purpose of this Agreement, a "Change of Control" shall mean any
of the following events:
(a) the acquisition by any person or group of beneficial
ownership of 20% or more of either the then outstanding stock or the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors,
except that (I) no such person or group shall be deemed to own
beneficially (1) any securities acquired directly from the Corporation
pursuant to a written agreement with the Corporation, or (2) any
securities held by the Corporation or a subsidiary (as defined below)
or any employee benefit plan (or any related trust) of the Corporation
or a subsidiary (as defined below), and (II) no Change of Control shall
be deemed to have occurred solely by reason of any such acquisition by
a corporation with respect to which, after such acquisition, more than
60% of both the then outstanding common shares of such corporation and
the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors are then beneficially owned, directly or indirectly, by the
persons who were the beneficial owners of the stock and voting
securities of the Corporation immediately before such acquisition, of
the then outstanding stock and the combined voting power of
the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors, as the case may be;
(b) individuals who, as the date hereof, constitute the board
of directors of the Corporation (the "Incumbent Directors") cease for
any reason to constitute at least a majority of the board of directors
of the Corporation; provided that any individual who becomes a director
after the date hereof whose election, or nomination for election by the
Corporation's stockholders was approved by a vote or written consent of
at least two-thirds of the directors then comprising the Incumbent
Directors shall be considered as though such individual were an
Incumbent Director, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the
directors of the Corporation (as such terms are used in Rule 14a-11
under the Securities Exchange Act of 1934, as amended ("1934 Act"); or
(c) approval by the stockholders of the Corporation of (I) a
merger, reorganization or consolidation with respect to which the
individuals and entities who were the respective beneficial owners of
the stock and voting securities of the Corporation immediately before
such merger, reorganization or consolidation do not, after such merger,
reorganization or consolidation, beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding common
shares and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
the Corporation resulting from such merger, reorganization or
consolidation, (II) a liquidation or dissolution of the Corporation or
(III) the sale or other disposition of all or substantially all of the
assets of the Corporation.
For purposes of this definition, "person" means such term as
used in Securities Exchange Commission ("SEC") Rule 13d-5(b) under the
1934 Act; "beneficial owner" means such term as defined in SEC Rule
13d-3 under the 1934 Act; "group" means such term as defined in Section
13(d) of the 1934 Act; "subsidiary" means a corporation as defined in
Section 425(f) of the Internal Revenue Code of 1986, as amended
("Code") with the Corporation being treated as the employer corporation
for purposes of this definition of subsidiary; and "stock" means the
common stock of the Corporation, par value $.01, or any other common
stock that the Corporation may issue from time to time.
7. FUNDING
The Corporation's obligation under this Agreement shall not be funded.
Its obligation shall be a general, unsecured obligation of the
Corporation.
If the Corporation should at any time decide to obtain Corporate-owned
insurance or annuities on your life, you agree to submit to medical
exams, to sign documents, and to furnish any information or documents
which the insurance company may require. Nothing in this section shall
be construed as giving you or any other claimant any interest in any
such insurance or annuity.
8. ASSIGNMENT
Assignment of any or all of the rights or benefits provided under this
Agreement, or of any or all of the rights or benefits provided under
the Split Dollar Life Insurance Agreement between you and the
Corporation has significant tax consequences. Therefore, unless
otherwise agreed to in writing by the Corporation, you shall not have
the right to assign any right or benefit provided by this Agreement,
and any attempt to do so shall be void.
9. CLAIMS PROCEDURE
A. Filing of a claim for benefits.
A claim for the benefits provided under the policy and this
Agreement may be made by contacting the administrative
assistant for Alliant Techsystems Inc. at the following
location:
Nevin Executive Benefits
100 Washington Square
Suite 1200
Minneapolis, MN 55401
(612) 343-2526
Nevin Executive Benefits shall contact Northwestern Mutual
Life Insurance Company (Insurer) and take all reasonable and
necessary actions to assist you or your beneficiary in filing
a claim.
B. Claim denial.
With respect to a claim for benefits under said policy, the
Insurer shall be the entity which reviews and makes decisions
on claim denials according to the terms of the policy.
C. Notification to claimant of decisions.
Within ninety (90) days after the filing of a claim, the
Insurer shall notify the claimant in writing (meeting the
requirements of Section 9D hereafter), whether the claim is
upheld or denied in whole or in part or shall furnish the
claimant a written notice describing the specific
circumstances requiring a specified amount of additional time
(but not more than one hundred eighty (180) days from the date
the claim was filed) to reach a decision on the claim.
D. Content of notice.
The Insurer shall provide, to any claimant who is denied a
claim for benefits, written notice setting forth, in a manner
calculated to be understood by the claimant, the following:
1) The specific reason or reasons for the denial;
2) Specific reference to pertinent policy provision or
provisions of this Agreement on which the denial is
based;
3) A description of any additional material or
information necessary for the claimant to perfect the
claim and an explanation of why such material or
information is necessary; and
4) An explanation of the Agreement's claim review
procedure, as set forth in Sections 9E and 9F
following.
E. Review procedure.
The purpose of the review procedure set forth in this Section
9E and Section 9F, following, is to provide a method by which
a claimant under the policy may have a reasonable opportunity
to appeal a denial of claim for a full and fair review. To
accomplish that purpose, the claimant or his/her duly
authorized representative:
1) May request a review upon written application to the
Insurer;
2) May review pertinent policy and Agreement
documentation; and
3) May submit issues and comments in writing.
A claimant or duly authorized representative shall request a
review by filing a written application for review at any time
within sixty (60) days after receipt by the claimant of
written notice of the denial of the claim.
F. Decision on review.
A decision on review of a denial of claim shall be made in the
following manner:
1) The decision on review shall be made by the Insurer,
which may, in its discretion, hold a hearing on the
denied claim. The Insurer shall make its decision
promptly, unless special circumstances (such as the
need to hold a hearing) require an extension of time
for processing, in which case a decision shall be
rendered as soon as possible, but no later than one
hundred twenty (120) days after receipt of the
request for review.
2) The decision on review shall be in writing and shall
include specific reasons for the decision, written in
a manner calculated to be understood by the claimant,
and include specific references to the pertinent
policy or provisions of the Agreement on which the
decision is based.
10. EMPLOYMENT RIGHTS
This Agreement shall not be construed to be a contract of employment.
No provision of this Agreement shall restrict the right of the
Corporation to terminate your employment.
11. FRINGE BENEFIT ONLY
The benefit provided by this Agreement is a fringe benefit only. You
have no option to take cash from the Corporation in lieu of this
benefit. This benefit is not being provided in lieu of a raise or
bonus, or as part of a salary reduction program. This benefit shall not
be treated as compensation for purposes of any retirement plan of the
Corporation.
12. NO EFFECT ON OTHER COMPENSATION PLANS
The benefit provided hereunder shall be in addition to your annual
salary and shall not affect your right to participate in any current or
future Corporation retirement plan, or in any supplemental compensation
arrangement which constitutes a part of the Corporation's regular
compensation structure.
13. AMENDMENT
The provisions of this Agreement may only be amended on written
agreement between you and the Corporation.
14. CONSTRUCTION
This Agreement shall be interpreted under the laws of the State of
Minnesota.
ALLIANT TECHSYSTEMS INC.
The _____ day of _________, 19____. ______________________________
Vice President Human Resources
The _____ day of _________, 19____. ______________________________
[NAME]