LSAR Option Loan Program - Alliant Techsystems Inc.
ALLIANT TECHSYSTEMS INC.
LSAR OPTION LOAN PROGRAM
1. PURPOSE. The purpose of the Alliant Techsystems Inc. LSAR Option Loan
Program (the 'Program') is to provide financial assistance in connection with
the exercise by individuals (the 'Participants') of stock options (the 'LSAR
Options') awarded in connection with each holder's agreement to defer receipt of
payment (the 'Deferred Amount') for his limited stock appreciation rights at the
time of the August 10, 1994 'change of control' of Alliant Techsystems Inc. (the
2. LOAN PROVISIONS.
2.1 General. The Company shall extend a loan ('Loan') to a Participant
upon the exercise of an LSAR Option, subject to the terms and conditions set
forth in this Section 2, if the Participant so requests at the time the
Participant's LSAR Option is exercised. Notwithstanding anything to the
contrary herein, the Company shall not be required to make any Loan to a
Participant if the making of such Loan would (a) cause the Company to violate
any covenant or similar provision in any indenture, loan agreement or other
agreement, or (b) violate any applicable federal, state or local law.
2.2 Principal Amount. The maximum principal amount of any Loan shall be
the sum of (a) the exercise price of the LSAR Option and (b) the withholding
taxes payable upon exercise of the LSAR Option (including withholding taxes
payable with respect to the Deferred Amount), less (c) the Deferred Amount.
2.3 Term. The term (the 'Term') of each Loan shall begin on the date of
the exercise of the LSAR Option (the 'Exercise Date') and have a final maturity
date of March 31, 1998, at which time the unpaid principal amount of the Loan,
plus unpaid accrued interest thereon, as provided in Section 2.4, shall be due
and payable in full. A Participant may prepay any portion of a Loan at any
time. All prepayments shall first be applied to pay accrued interest through
the date of the prepayment and then to reduce the principal balance due on the
2.4 Interest. Interest on the unpaid principal balance of each Loan
shall accrue from the Exercise Date until the Loan is paid in full at an
interest rate, compounded annually, equal to the higher of (a) six percent or
(b) the 'applicable federal rate' in effect on the Exercise Date for loans of
such maturity, as determined by Section 1274(d) of the Internal Revenue Code.
Accrued interest shall not be payable during the Term, except in connection with
prepayments of any portion of a Loan, but shall be paid at the time any portion
of the unpaid principal amount of a Loan is repaid.
2.5 Full Recourse Promissory Note. Each Loan shall be evidenced by a
full recourse promissory note ('Note') in such form and containing such
provisions of the Program as the Company's legal counsel deems appropriate. The
obligations of each Participant under a Note shall be unconditional and absolute
and, without limiting the generality of the foregoing, shall not
be released, discharged or otherwise affected by any change in the existence,
structure or ownership of the Company, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Company or its assets
or the market value of its common stock ('Common Stock') or any resulting
release or discharge of any obligation of the Company or the existence of any
claim, set-off or other rights which any Participant may have at any time
against the Company or any other person, whether in connection with the Program
or with any unrelated transactions, provided that nothing herein shall prevent
the assertion of any such claim by separate suit or counterclaim.
2.6 Security. Payment of the Note shall be secured by a pledge of all of
the shares of Common Stock (the 'Shares') acquired by the Participant upon
exercise of the LSAR Option. The Participant shall effect such pledge by
delivering to the Company (a) the certificate(s) for the Shares, accompanied by
a duly exercised stock power in blank, (b) a properly executed stock pledge
agreement, and (iii) such other documents as may be required by the Company's
legal counsel. A Participant shall always have the right to sell Shares,
provided that (i) such sales are made in open market transactions, (ii) the
Company shall have a security interest in the proceeds of such sale to the
extent of the unpaid balance of the Loan, plus accrued interest thereon, and
(iii) the proceeds of such sale are used, to the extent necessary, to repay the
Loan, plus accrued interest thereon to the date of such repayment.
3.1 Administration. The Program shall be administered by the Personnel
and Compensation Committee (the 'Committee') of the Company's Board of Directors
(the 'Board'). Subject to the provisions of the Program, the Committee shall
interpret the Program and make such rules as it deems necessary for the proper
administration of the Program, shall make all other determinations necessary or
advisable for the administration of the Program and shall correct any defect or
supply any omission or reconcile any inconsistency in the Program in the manner
and to the extent that the Committee deems desirable to carry the Program into
effect. Any action taken or determination made by the Committee hereunder shall
be final and conclusive on all parties. The act or determination of a majority
of the Committee shall be deemed to be the act or determination of the entire
Committee. The Committee may consult with legal counsel, who may be legal
counsel to, or employed by, the Company, and such other advisors as the
Committee may deem necessary and/or desirable, and the members of the Committee
shall not incur any liability for any action taken in good faith in reliance
upon the advice of legal counsel or any other advisor.
3.2 Amendment and Termination of the Program. The Board may amend,
suspend or terminate the Program at any time; provided that no amendment,
suspension or termination of the Program may, without the consent of a
Participant, adversely affect such Participant's rights under the Program in any
material respect. The Program shall automatically terminate, without action by
the Board, if no Participant requests a Loan on or prior to the date of the
expiration of the LSAR Options.
3.3 Employment Not Guaranteed. Nothing contained in the Program nor any
related document nor any action taken in the administration of the Program shall
be construed as a contract of employment or as giving a Participant any right to
be retained in the employment of the Company or any of its subsidiaries.
3.4 Applicable Law. The Program and any related documents shall be
governed in accordance with the laws of the State of Minnesota without regard to
the application of the conflicts of law provisions thereof.
3.5 Inurement of Rights and Obligations. The rights and obligations under
the Program and any related documents shall inure to the benefit of, and shall
be binding upon, the Company, its successors and assigns, and the Participants
and their beneficiaries.
3.6 Notices. All notices and other communications required or permitted to
be given under the Program shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (i) if to the Company, at its principal business address to the
attention of the Corporate Secretary, and (ii) if to a Participant, at the last
address of the Participant known to the sender at the time the notice or other
communication is sent.