Non-Qualified Stock Option Agreement - Alliant Techsystems Inc.
NON-QUALIFIED STOCK OPTION [ALLIANT TECHSYSTEMS LOGO]
NUMBER OF SHARES OPTION PRICE SOCIAL SECURITY
GRANTED TO GRANT DATE OF COMMON STOCK PER SHARE NUMBER
---------- ---------- --------------- --------- ------
1. The Option. Alliant Techsystems Inc., a Delaware corporation (the 'Company')
hereby grants to the individual named above (the 'Employee'), as of the above
Grant Date, an option, without limited stock appreciation rights (LSARs) (the
'Option'), to purchase the above Number of Shares of Common Stock of the
Company, for the above Option Price Per Share, on the terms and conditions set
forth in this Non-Qualified Stock Option Agreement (this 'Agreement'), in the
amended and restated Alliant Techsystems Inc. 1990 Equity Incentive Plan (the
'Plan'), and in the Addendum on the reverse side hereof.
2. Exercise of Option. The exercise of the Option is subject to the following
conditions and restrictions:
(a) The Option may be exercised only by the Employee (or by appropriate
representatives in the event of the Employee's death), in whole or in part
from time to time as provided in Paragraph 2(b) below, during the period
commencing on the dates set forth in Paragraph 2(b) below and ending on the
earlier of (i) the above Expiration Date, or (ii) the expiration of the
applicable period following the date of the Employee's termination of
employment with the Company or one of its subsidiaries, as provided in
Paragraph 4 below. In no event, however, may the Option be exercised to any
extent after the Expiration Date.
(b) The Option shall become exercisable to the extent of one third of the
above Number of Shares of Common Stock on each of the first, second, and
third anniversaries of the Grant Date. Once the Option has become
exercisable, it may be exercised to the extent set forth in the preceding
sentence at any time thereafter, subject to the provisions of Paragraph
3. Manner of Exercise. The Option shall be exercised by the delivery of written
notice of exercise (the 'Notice') to the Director, Compensation and Benefits of
the Company at its executive office. The Notice shall be on such form as the
Company may prescribe, and shall specify the number of shares of Common Stock of
the Company as to which the Option is being exercised (the 'Shares'), and shall
be accompanied by payment of the purchase price of the Shares either in cash
(certified or cashier's check payable to the Company) or by the delivery of
Common Stock of the Company, or both. If requested by the Company, the Notice
shall contain or be accompanied by a representation that the Shares are being
acquired for investment and not with a view to
distribution or resale. The Notice shall also be accompanied by such other
information and documents as the Company, in its discretion, may request.
4. Termination of Employment. Subject to the provisions of Paragraph 2(a) above,
the Option may be exercised as provided in the Plan to the following extent for
the following period after the Employee's Termination of Employment (as defined
in the Plan):
(a) For three years following death prior to Termination of Employment to
the extent exercisable on the date of death, and for 180 days following
death after Termination of Employment to the extent exercisable on the date
of Termination of Employment;
(b) For three years after layoff or retirement to the extent exercisable on
the date of Termination of Employment;
(c) For three years after Disability (as defined in the Plan) to the extent
exercisable on the date of Termination of Employment; or
(d) For 90 days after Termination of Employment for any other reason, other
than for cause, to the extent exercisable on the date of Termination of
The Option may not be exercised following Termination of Employment for cause.
5. Income Taxes. The Employee is liable for any federal, state and local income
taxes applicable upon the grant or exercise of the Option or the disposition of
the Shares. Upon demand by the Company, the Employee shall promptly pay to the
Company in cash, and/or the Company may withhold from the Employee's
compensation or from the Shares an amount necessary to pay, any income
withholding taxes required by the Company to be collected in connection with the
exercise of the Option or the disposition of the Shares. For federal income tax
purposes, the Option shall not be eligible for treatment as a qualified or
incentive stock option.
6. Acknowledgment. The Option may not be exercised in whole or in part until the
Employee dates and signs the form of Acknowledgment below and returns a copy of
this Agreement to the Company. By signing the Acknowledgment, the Employee
agrees to the terms and conditions referred to in Paragraph 1 above and
acknowledges receipt of a copy of the Prospectus related to the Plan.
ACKNOWLEDGMENT: ALLIANT TECHSYSTEMS INC.
EMPLOYEE'S SIGNATURE Richard Schwartz
_________________________ Chairman of the Board, President and
DATE Chief Executive Officer
SOCIAL SECURITY NUMBER
NON-QUALIFIED STOCK OPTION AGREEMENT
The terms and conditions set forth in this Addendum are applicable to the Option
grant referred in Paragraph 1 of the Agreement on the reverse side hereof.
Capitalized terms used in this Addendum, and not otherwise defined herein, shall
have the meaning attributed to them in the Agreement.
Notwithstanding any provisions of the Plan and/or the Agreement to the contrary,
and in consideration for the Employee's being a participant in the Alliant
Techsystems Inc. Income Security Plan, or a successor plan so identified therein
(the 'Income Security Plan'), at any point in time that the Employee is a
Participant (as defined in the Income Security Plan) in the Income Security
Plan, the provisions of the Plan with respect to the effects on the Option of a
Change of Control (as defined in the Plan) shall be inapplicable, and the
provisions of the Income Security Plan with respect to the Obligations of
Company Upon Qualifying Termination (as currently set forth in Section 4 of the
Income Security Plan), shall apply instead.
ALLIANT TECHSYSTEMS INC.
Employee's Signature Richard Schwartz, Chairman of
the Board, President and Chief
_______________________________ Executive Officer