Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement"), is made
and entered into this 15 day of April, 1998, by and between Donald Willis
("you"), a resident of the state of Minnesota, and Alliant Techsystems Inc.
("Alliant"), a Delaware corporation with its principal place of business in
Hopkins, Minnesota. You and Alliant have agreed that your employment will
conclude as provided in this Agreement and, in connection with such termination
of employment, Alliant has agreed to provide you with certain payments and
benefits to which you would not be entitled absent your execution of this
Agreement. Further, you and Alliant desire to settle any and all disputes
related directly or indirectly to your employment by Alliant and/or your
termination from employment, in accordance with the terms and conditions set
forth in this Agreement. Therefore, in consideration of the mutual covenants and
agreements set forth in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, you
and Alliant agree as follows:
1. Assignment. Beginning April 1, 1998 through May 1, 1998 your job title, base
pay and reporting structure will not be changed. Effective May 1, 1998 through
March 1, 1999 you will be placed on a special assignment reporting to Alliant's
Chief Executive Officer. The terms, conditions and expectations of such special
project will be further outlined by the Chief Executive Officer. Your base pay
for this period will be that as set forth in paragraph 4(a)(i) below.
2. Termination of Employment. Effective March 1, 1999, the special project to
which you are assigned will end and your employment with Alliant will terminate.
You will be eligible for and may elect early retirement pursuant to the terms of
the Alliant Techsystems Inc. Retirement Plan as of such date. Except as
otherwise provided in this Agreement or as set forth in the applicable employee
benefit plan document, all privileges of such employment end as of the close of
business on that date.
3. Resignation as Officer/Director. Effective as of the close of business May 1,
1998, you voluntarily resign as an Executive Officer of Alliant and as a
Director or Officer of Alliant and any of its subsidiaries, joint ventures and
affiliates.
4. Payment and Benefits
(a) In connection with your reassignment and resignation, Alliant will
provide you the following payments and benefits;
(i) Salary. Your monthly base pay for the period beginning
April 1, 1998, and ending May 1, 1998, will remain at Sixteen Thousand Five
Hundred One and No/100 dollars ($16,501.00) per month. ALLIANT WILL MAKE THIS
PAYMENT TO YOU ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO
REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH 14 BELOW. Alliant will
withhold required deductions, including deductions for applicable state and
federal taxes, social security and all other standard deductions. This amount
WILL be considered "Earnings" or "Recognized Compensation" for purposes of
Alliant's qualified and non-qualified employee benefit plans.
(ii) Additional Salary. Your monthly base pay for the period
beginning May 1, 1998 and ending August 1, 1998 will remain at Sixteen Thousand
Five Hundred One and No/100 dollars ($16,501.00) per month. Your monthly base
pay for the period beginning August 1, 1998 and ending March 1, 1999 will be
Three Thousand Two Hundred Sixty Three and 85/100 dollars
($3263.85) per month. Amounts paid for the period beginning May 1, 1998 and
ending March 1, 1999 are equivalent to the benefit you would otherwise be
eligible for under the terms of the Alliant Techsystems Inc. Severance Plan
($72,350.00) if you had been laid off effective as of May 1, 1998. ALLIANT WILL
MAKE THIS PAYMENT TO YOU ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR
RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH14 BELOW. Alliant
will withhold required deductions, including deductions for applicable state and
federal taxes, social security and all other standard deductions. This amount
WILL be considered "Earnings" or "Recognized Compensation" for purposes of
Alliant's qualified and non-qualified employee benefit plans.
(iii) MIP. You will be eligible to receive your Management
Incentive Plan (MIP) payment for Fiscal Year 1998. Such payment will be based on
the performance criteria already agreed upon between you and Alliant prior to
the beginning of such Fiscal Year and actual individual, business unit and
corporate performance. This amount will be paid in a single lump sum payment in
cash at the same time as all other MIP participants receive payment. This amount
will be considered "Earnings" or "Recognized Compensation" for purposes of
Alliant's qualified or non-qualified employee benefit plans. You will NOT be a
participant in the Alliant Management Incentive Plan for the fiscal year
beginning April 1, 1998 or thereafter.
(iv) Stock Options. With your continued employment through
March 1, 1999, Two Thousand Three Hundred Thirty Four (2,334) stock options from
June 1, 1995 will become vested at the normal vesting date of June 1, 1998; One
Thousand (1,000) stock options from May 21, 1996 will become vested at the
normal vesting date of May 21, 1998; and One Thousand One Hundred Sixty Six
(1,166) stock options from May 20, 1997 will become vested at the normal vesting
date of May 20, 1998. THESE OPTIONS WILL BECOME VESTED ONLY ON THE CONDITION
THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT
PURSUANT TO PARAGRAPH 14 BELOW.
Non-vested stock options shall be forfeited effective on March 1, 1999. Any
vested stock options granted on or before December 31, 1994, become forfeited as
of March 1, 1999. Any vested stock options granted on or after January 1, 1995,
are exercisable for a period which is equal to the lesser of a) three (3) years
from your termination date as set forth in paragraph 2, or b) the stock option's
normal expiration date, whichever is sooner.
(v) Performance Shares. Since the target performance goal of
the 1996 performance share grant, (ESP of 5.00), has been met as of March 31,
1998, and you are two thirds (2/3) of the way through the three (3) year
measurement period, two thirds (2/3) of the one thousand two hundred (1,200)
shares for Target, which equals eight hundred (800) shares, will be delivered to
you as of March 31, 1999. Your 1997 performance shares will be forfeited.
(vi) Executive Outplacement and Job Search/Relocation
Expenses. You will be entitled, at the expense of Alliant, to receive
reimbursement for outplacement services (from a nationally recognized firm of
your selection) and other job search related and/or relocation expenses, up to a
total amount, not to exceed 15% of your pre-March 31, 1998 annual base salary,
upon presentation of invoice(s) for the costs thereof which are (a) not paid for
by a prospective or subsequent employer, and (b) incurred prior to December 31,
1999. ALLIANT WILL MAKE THIS SERVICE AVAILABLE TO YOU ONLY ON THE CONDITION THAT
YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT
TO PARAGRAPH 14 BELOW.
(vii) Executive Life Insurance. The Executive Life Insurance
Plan in which you are currently covered will be continued at its current amount
and under its current terms through March 1, 1999, and Alliant will not maintain
it in effect thereafter. It is understood that the policy
will be transferred to you on such date and any cash surrender value remaining
on March 1, 1999 will be transferred to you and will be grossed up for
applicable state and federal taxes due upon such transfer, as is normal for
executives who retire from active employment after a minimum of 5 years of
service on or after their 55th birthday.
(viii) Executive Perquisites Account. Your participation in
the Executive Perquisites Account plan shall terminate effective close of
business on April 30, 1998. However, financial planning services will continue
under its current terms through December 31, 1998.
(ix) Accrued but Unused Vacation. You will be paid your
accrued and unused vacation balance on May 1, 1998. No vacation will accrue
during the time period from May 1, 1998 through March 1, 1999.
(x) Employee Benefit Plans. Your rights to benefits under all
other Alliant employee benefit plans will be governed by the terms of such
plans. You will be offered through March 1, 1999, the employee benefits offered
to other Alliant employees at its Minneapolis, Minnesota location on the same
terms and conditions as such other employees and at similar rates, subject to
the terms and conditions of the plans. Your basic life, supplemental life,
dependent life, accidental death and dismemberment, and business travel accident
(if injured or killed while on travel at the request of Alliant), insurance's
however, will be based on your pre-April 1, 1998 benefit base. Further, in the
event of your retirement on or after March 1, 1999, you will be offered retiree
medical insurance on the same basis and subject to the same terms and conditions
as those Alliant employees who retire from Alliant on or after April 1, 1998.
You acknowledge that you have been provided Summary Plan Descriptions (SPD) for
each of these plans and have been advised of your right to a copy of each of the
underlying plan documents.
(b) Except as provided above, you acknowledge that you have received
all other compensation and benefits due and owing to you from Alliant and that
you have no further claim to any compensation or employee benefits from Alliant.
You acknowledge that you are not entitled to any of the payments and employee
benefits in paragraphs 4(a)(i),(ii) (iii), (iv), (v) (vi), (vii), and (viii)
above and that Alliant has agreed to provide this payment solely as
consideration for your execution of this Agreement.
5. Your Death. Alliant agrees that the compensation and benefits described in
Paragraphs 4(a)(i), (ii), (iii), (iv), (v), (viii), (ix) and (x) above will be
paid or provided to, or exercised by, your estate in the event of your death.
Alliant further agrees to pay any outstanding outplacement obligations you
incurred prior to your death pursuant to Paragraph 4.a.(vi) above.
6. Attorneys' Fees and Expenses. You agree that you are responsible for payment
of all of your own attorneys' fees and expenses incurred in conjunction with the
review of this Agreement and resolution of any and all purported claims against
Alliant.
7. Non-Solicitation. In consideration for the payment you will receive under
this Agreement, you agree that you will not, for a period of one year following
the Effective Date of this Agreement, induce or attempt to induce any employee
of Alliant to leave his or her employment with Alliant or to become employed by
any business enterprises with which you may then be employed, associated or
connected.
8. Confidential Information. You acknowledge that in the course of your
employment with Alliant or any of its predecessor companies, you have had access
to confidential information and trade secrets relating to business affairs of
Alliant and/or its predecessor or related companies and entities. You agree that
you are obligated to not, at any time, disclose or otherwise make
available to any person, company or other party confidential information or
trade secrets. This Agreement shall not limit any obligations you have under any
employee confidentiality agreement or applicable federal or state law.
9. Return of Alliant Property. You acknowledge that prior to May 1, 1998 you
will returned all property owned by Alliant which is in your possession,
including, but not limited to, any company credit card (or credit card on which
Alliant is a guarantor), computer, fax, printer, pager or cellular telephones.
Further, you agree to repay to Alliant the amount of any permanent or temporary
advances previously made to you by Alliant which remain outstanding and any
balance owing on any credit cards of any monies due and owing Alliant or for
which Alliant is a guarantor.
10. Confidentiality. You agree you will not reveal to anyone, except your
spouse, attorney, accountant or tax adviser, as necessary, any of the terms of
this Agreement, the fact of its existence, or the facts and circumstances
leading up to this Agreement or any of the amounts, numbers or terms and
conditions of any sum payable to you. This confidentiality agreement does not
preclude you from disclosing such information to a court as required by law,
however, you agree that you shall notify Alliant's' General Counsel prior to
such disclosure. You further agree to advise any third party of the
confidentiality obligations associated with this Agreement.
Alliant agrees that it will not disclose the terms of this Agreement or the
facts and circumstances leading up to this Agreement except: to Alliant's
employees in the ordinary course and scope of their duties; to Alliant's present
and future attorneys, accountants, and tax advisors; as Alliant in its sole
discretion deems necessary in the course of legal proceedings or in anticipation
of litigation or compliance with applicable reporting requirements; or as
required in response to a court order, subpoena, or valid inquiry by a
governmental agency.
11. Non-disparagement. You agree not to make any disparaging or negative
statements about Alliant, its products or services or its current or former
directors, officers, managers, or employees. Alliant's' directors and officers
agree that they will not make any disparaging or negative statements about you.
12. Release. As an inducement to Alliant to enter into this Agreement, you fully
release and discharge Alliant, its directors, officers, managers, employees,
agents, insurers, representatives, counsel, shareholders, predecessors,
successors, and other affiliates from all liability for damages or claims of any
kind arising out of any action, in-action, decision, or event occurring through
the date of your execution of this Agreement. You understand that you are giving
up any and all manner of actions or causes of actions, suits, debts, claims,
complaints, or demands of any kind whatsoever, whether direct or indirect, fixed
or contingent, known or unknown, in law or in equity, that you have or may have
for claims arising under or based on the Minnesota Human Rights Act, Minn. Stat.
section 363.01, ET. SEQ.; Title VII of the Civil Rights Act, 42 U.S.C. section
2000e ET SEQ.; the Age Discrimination in Employment Act, 29 U.S.C. section 621
ET SEQ.; the Americans with Disabilities Act, 42 U.S.C. section 12101, ET SEQ.;
the Fair Labor Standards Act, 29 U.S.C. section 201 ET SEQ.; the Employee
Retirement Income Security Act, 29 U.S.C. 1001, ET SEQ.; or any other federal,
state or local law, including any attorneys' fees that could be awarded in
connection with these or any other claims. You further understand that this
release extends to, but is not limited to, all claims that you have or may have
in contract or tort theories, for wrongful discharge, wrongful discharge in
violation of public policy, breach of contract, interference with contractual
relations, promissory estoppel, breach of an express or implied promise, breach
of the implied covenant of good faith and fair dealing, breach of employee
handbooks, manuals or other policies, assault, battery, intentional or negligent
misrepresentation, fraud, retaliation, intentional or negligent infliction of
emotional distress, defamation, breach of
fiduciary duty, negligent hiring, retention or supervision and/or any other
claim otherwise based on any theory, whether developed or undeveloped, arising
from or related to your employment or the termination of your employment with
Alliant, or any other fact or matter occurring prior to your execution of this
Agreement.
You further agree that you will not institute any claim for damages, by
charge or otherwise, nor otherwise authorize any other party, governmental or
otherwise, to institute any claim for damages via administrative or legal
proceeding against Alliant, its officers, executives, agents, assigns, insurers,
representatives, counsel, administrators, successors, predecessors,
shareholders, employees and /or directors. You also waive the right to money
damages or other legal or equitable relief awarded by any governmental agency
related to any such claim.
You further agree that you (or anyone on your behalf) will not file a
charge with the Equal Employment Opportunity Commission or similar state agency,
and that you waive your right to file a court action or to seek individual
remedies or damages in any Equal Employment Opportunity Commission or similar
state agency-filed court action, and your release of these rights shall apply
with full force and effect to any proceedings arising from or relating to such a
charge.
13. Consideration Period. You have been informed that the terms of this
Agreement shall be open for consideration by you for a period of at least
forty-five (45) calendar days after the date set forth above, during which time
you may consider whether or not to accept this Agreement and seek counsel to
advise you regarding the same. You agree that changes to this Agreement, whether
material or immaterial, will not restart this acceptance period. You further
understand that you are not required to take the entire forty-five (45) day
period to decide whether you wish to execute the Agreement and that you may do
so on an accelerated basis without prejudice to your own or Alliant's rights
under this Agreement.
14. RIGHT TO RESCIND AND/OR REVOKE. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO
REVOKE OR RESCIND THIS AGREEMENT FOR ANY REASON BY INFORMING ALLIANT OF YOUR
INTENT TO REVOKE OR RESCIND THIS AGREEMENT WITHIN FIFTEEN (15) CALENDAR DAYS
AFTER YOU SIGN IT. YOU UNDERSTAND THAT THIS AGREEMENT WILL NOT BECOME EFFECTIVE
OR ENFORCEABLE UNLESS AND UNTIL YOU EXECUTE THE AGREEMENT AND THE APPLICABLE
REVOCATION/RESCISSION PERIOD HAS EXPIRED. ANY SUCH REVOCATION OR RESCISSION MUST
BE IN WRITING AND HAND-DELIVERED TO BOB GUSTAFSON OR, IF SENT BY MAIL,
POSTMARKED WITHIN THE APPLICABLE TIME PERIOD, SENT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, AND ADDRESSED AS FOLLOWS:
MR. ROBERT E. GUSTAFSON
VICE PRESIDENT, HUMAN RESOURCES
ALLIANT TECHSYSTEMS INC.
MN11-2042
600 SECOND STREET NE
HOPKINS, MN 55343-8384
IN THE EVENT THAT YOU OPT TO RESCIND OR REVOKE THE AGREEMENT, NEITHER
YOU NOR ALLIANT WILL HAVE ANY RIGHTS OR OBLIGATIONS WHATSOEVER UNDER THIS
AGREEMENT. ANY RESCISSION OR REVOCATION, HOWEVER, DOES NOT AFFECT YOUR
TERMINATION OF EMPLOYMENT FROM ALLIANT EFFECTIVE AS OF THE DATE SET FORTH IN
PARAGRAPH 2.
15. Effective Date. This Agreement does not become effective until sixteen (16)
calendar days after you sign it and return it to Bob Gustafson and then only if
it has not been rescinded or revoked by you under the procedures of paragraph
14.
16. No Admission. This Agreement is NOT an admission by Alliant that any of its
actions or inactions are unjustified, unwarranted, discriminatory, wrongful or
in violation of any Federal, state or local law and this Agreement shall not be
interpreted as such. Alliant disclaims any liability to you or any other person
on the part of itself, its directors, its officers, its employees, its
representatives, and its agents. You agree and acknowledge that this Agreement
shall not be interpreted to render either party to be a prevailing party for any
purpose including, but not limited to, an award of attorney's fees under any
statute or otherwise.
17. Effect of Breach. In the event that you breach any provision of this
Agreement, Alliant will have no further obligations under Sections 4(a)(i),
(ii), (iii), (iv), (v), (vi), (vii) and (viii) of this Agreement and you agree
that Alliant is entitled to repayment of all monies paid to you under such
Sections together with the attorneys' fees and costs incurred to collect the
money and to seek injunctive relief.
18. No Adequate Remedy. You agree that it is impossible to measure in money all
of the damages which will accrue to Alliant by reason of your breach of any of
your obligations under this Agreement. Therefore, if Alliant shall institute any
action or proceeding to enforce the provisions hereof, you hereby waive the
claim or defense that Alliant has an adequate remedy at law, and you shall not
raise in any such action or proceeding the claim or defense that Alliant has an
adequate remedy at law.
19. No Assignment. This Agreement is personal to you and may not be assigned by
you .
20. Enforceable Contract. This Agreement shall be governed by the laws of the
State of Minnesota. If any part of this Agreement is construed to be in
violation of any law, such part shall be modified to achieve the objective of
the parties to the fullest extent permitted and the balance of this Agreement
shall remain in full force and effect.
21. Entire Agreement. You agree that this Agreement contains the entire
agreement between you and Alliant with respect to the subject matter hereof and
there are no promises, undertakings or understandings outside of this Agreement,
except with respect to your continued requirement not to reveal confidential,
secret or top secret information, patent, trademark or similar matters and as
specifically set forth herein. This Agreement supersedes all prior or
contemporaneous discussions, negotiations and agreements, whether written or
oral. Your right to payments or employee benefits from Alliant are specified
exclusively and completely in this Agreement. Any modification or addition to
this Agreement must be in writing, signed by an officer of Alliant and you.
22. Change of Control. This Agreement shall be binding upon both parties
irrespective of a Change of Control of Alliant Techsystems Inc.
23. ACKNOWLEDGEMENT. YOU AFFIRM THAT YOU HAVE READ THIS AGREEMENT, HAVE HAD
ADEQUATE TIME TO CONSIDER THE TERMS OF THE AGREEMENT AND HAVE BEEN ADVISED THAT
YOU MAY CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. THE PROVISIONS
OF THIS AGREEMENT ARE UNDERSTANDABLE TO YOU AND TO THE EXTENT THAT YOU HAVE NOT
UNDERSTOOD ANY SECTION, PARAGRAPH, SENTENCE, CLAUSE OR TERM, YOU HAVE TAKEN
STEPS TO ENSURE THAT IT WAS EXPLAINED TO YOU. YOU HAVE ENTERED INTO THIS
AGREEMENT FREELY AND VOLUNTARILY.
IN WITNESS WHEREOF, the parties have executed this Agreement by their signatures
below.
Dated: April 15, 1998 /S/ Donald E. Willis
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You
Dated: April 15, 1998 Alliant Techsystems Inc.
By:/S/ Richard Schwartz
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Its: Chairman