{"id":38658,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-and-general-release-alliant-techsystems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-and-general-release-alliant-techsystems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-and-general-release-alliant-techsystems.html","title":{"rendered":"Consulting Agreement and General Release &#8211; Alliant Techsystems Inc. and Richard Schwartz"},"content":{"rendered":"<pre>                                                                                \n                   CONSULTING AGREEMENT AND GENERAL RELEASE\n                   ----------------------------------------\n\n\n     This Consulting Agreement and General Release ('Agreement' or 'Consulting\nAgreement'), is made by and between Richard Schwartz ('you'), a resident of the\nstate of Minnesota, and Alliant Techsystems Inc. ('Alliant'), a Delaware\ncorporation with its principal place of business in Hopkins, Minnesota.  The\neffective date of this Agreement is September 1, 1998.  You and Alliant have\nagreed that your employment has concluded as provided in this Agreement and, in\nconnection with such termination of employment, Alliant has agreed to provide\nyou with certain payments and benefits to which you would not be entitled absent\nyour execution of this Agreement.  Further, you and Alliant desire to settle any\nand all disputes related directly or indirectly to your employment by Alliant\nand\/or your termination from employment, in accordance with the terms and\nconditions set forth in this Agreement.  Finally, you and Alliant have agreed to\na consulting arrangement whereby you will assist Alliant when reasonably called\nupon by Alliant's Chief Executive Officer, as described in Paragraph 5 below.\nTherefore, in consideration of the mutual covenants and agreements set forth in\nthis Agreement and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, you and Alliant agree as follows:\n\n1.   Termination of Employment.  Effective September 1, 1998, you elected to\n     -------------------------                                              \nretire and your employment with Alliant terminated.   Except as otherwise\nprovided in this Agreement or as set forth in the applicable employee benefit\nplan document, all privileges of such employment ended as of the close of\nbusiness on that date.\n\n2.   Resignation as Officer\/Director.  Effective as of the close of business\n     -------------------------------                                        \nSeptember 1, 1998, you voluntarily resigned as Chief Executive Officer of\nAlliant.  You have also resigned as a Director and Chairman of the Board of the\nAlliant Board of Directors effective January 1, 1999.\n\n3.   Payment and Benefits.  (a)  In connection with your retirement, Alliant\n     --------------------                                                   \nwill provide you the following payments and benefits;\n\n          (i)  Supplemental Employee Retirement Plan.  Pursuant to the terms of\n               --------------------------------------                          \nthe Employment Agreement between you and Alliant dated October 27, 1994, Alliant\npaid you a supplemental employee retirement plan benefit of Three Hundred\nThirteen Thousand Eight Hundred Ten dollars and forty three cents ($313,810.43\ni.e. $300,000.00 plus interest at a rate of 5.65% per annum from January 9, 1998\nto October 27, 1998).   This amount is not considered 'Earnings' or 'Recognized\nCompensation' for purposes of Alliant's qualified and non-qualified employee\nbenefit plans.\n \n          (ii) MIP.  You will be eligible to receive a pro rata portion (5\/12)\n               ---                                                            \nof your Management Incentive Plan (MIP) payment for Fiscal Year 1999.  Such\npayment will be based on the general performance criteria already established\nprior to the beginning of such Fiscal Year and corporate results as determined\nby the Personnel and Compensation Committee of Alliant's Board of Directors.\nAny determinations made by the Personnel and Compensation Committee regarding\nachievement of performance criteria, whether by the Company as a whole or by\nyou, payout percentages, adjustments for extraordinary or other events or other\nreasons shall in all cases be in its sole discretion, except where modified by\nthe Board of Directors, shall be final and binding upon you and you hereby waive\nany claim or opportunity to dispute such determination.  This amount will be no\nless than an amount based on the overall performance of Alliant as used to\ncalculate the MIP Incentive Fund for other corporate participants applied to\n\n \nyour prorated on-plan amount, and paid in a single lump sum payment in cash at\nthe same time as all other MIP participants receive payment.  This amount will\nbe considered 'Earnings' or 'Recognized Compensation' for purposes of Alliant's\nqualified or non-qualified employee benefit plans. You will not be a participant\nin the Alliant Management Incentive Plan for the fiscal year beginning April 1,\n1999 or thereafter.\n \n          (iii) Stock Options.  The Two Hundred Fifteen Thousand (215,000) stock\n                -------------                                                   \noptions exercisable as of September 1, 1998 will remain exercisable for a period\nof three (3) years from your retirement date, on terms existing at time of\nissue, as set forth in Paragraph 1.\n\n          (iv)  Executive Life Insurance. You are the owner of a One Million\n                ------------------------- \nFive Hundred Thousand and No\/100 dollar ($1,500,000.00) last-to-die universal\nlife insurance contract through the Travelers, including the cash surrender\nvalue thereon. Alliant has reimbursed you for the premiums on such policy for\nthe past 4 years. Alliant will discontinue reimbursement of the premiums for the\nlast two years of the contract, as of your retirement date as set forth in\nParagraph 1.\n\n          (v)   Executive Perquisites Account and Financial Counseling. Your\n                ------------------------------------------------------      \nparticipation in the Executive Perquisites Account plan terminated effective as\nof the close of business on September 1, 1998.  There is no remaining balance\nfor financial counseling services.\n \n          (vi)  Accrued but Unused Vacation. You have been paid your accrued and\n                --------------------------- \nunused vacation balance in the amount of $73,404.47.\n\n          (vii) Employee Benefit Plans.  Your rights to benefits under all other\n                ----------------------                                          \nAlliant employee benefit plans will be governed by the terms of such plans.\nMedical and life insurance coverage for you and your spouse continued at active\nrates through December 31, 1998.  Thereafter, you were offered COBRA\ncontinuation of these benefits on the same basis as all other terminated\nparticipants.  The current premium for employee plus one medical coverage is\n$222.00 per month and for dental coverage is $51.00 per month.\n \n          You are not vested in the Alliant Techsystems Inc. Retirement Plan,\ntherefore any amounts you have accrued to date in these plans were forfeited as\nof your retirement date as set forth in Paragraph 1.  Further, because you did\nnot complete at least 5 full years of credited service as of your retirement\ndate you will not be offered retiree medical coverage for you or your family.\nYou were, however, automatically 100% vested in the Alliant Techsystems Inc.\n401(k) Plan as of your first day of participation, therefore you have the right\nto take a distribution of your account in that plan at your convenience.  You\nacknowledge that you have been provided Summary Plan Descriptions (SPD) for each\nof these plans and have been advised of your right to a copy of each of the\nunderlying plan documents.\n\n     (b)  Except as provided above, you acknowledge that you have received all\nother compensation and benefits due and owing to you from Alliant and that you\nhave no further claim to any compensation or employee benefits from Alliant\n\n4.   Your Death.  Alliant agrees that the compensation and benefits described in\n     -----------                                                                \nParagraphs 3(a)(i), (ii), (iii), (v), and (vii) above will be paid or provided\nto, or exercised by, your estate in the event of your death.\n\n5.   Consulting Agreement.  For a term of four (4) years beginning September 1,\n     --------------------                                                      \n1998, and ending August 31, 2002, Alliant has agreed to hire you as an\nindependent contractor.  As an independent contractor, you will report to\nAlliant's Chief Executive Officer.  It is anticipated that \n\n \nyou will be available to Alliant approximately 50 hours per calendar quarter\nthrough August 31, 2000, for consultation, and approximately 20 hours per\ncalendar quarter from September 1, 2000, through August 31, 2002. In\nconsideration for such consulting services and for your waiver of all \nemployment-related claims as set forth in Paragraph 12 below, Alliant will pay\nto you Two Hundred Fifty Thousand and No\/100 dollars ($250,000.00) per year. The\nfirst year's consulting fee was paid to you in advance and in a lump sum. Future\namounts shall be payable in advance quarterly installments on the first day of\neach quarter in the amount of Sixty Two Thousand Five Hundred and No\/100 dollars\n($62,500.00), beginning on the first Day of September 1999.\n \n       As an independent contractor you are not eligible to participate in any\nAlliant employee benefit plans. No amounts received from Alliant during the term\nof this Consulting Agreement shall be considered 'Earnings' or 'Recognized\nCompensation' for purposes of Alliant's qualified and non-qualified employee\nbenefit plans.  With the exception of reasonable expenses, during the term of\nthis Consulting Agreement you agree to waive receipt of all non-employee\nChairman of the Board and Director fees, stock awards and all other compensation\notherwise available to nonemployee directors of Alliant.\n\n     In the event of your death prior to the expiration of the term of this\nConsulting Agreement, Alliant shall pay to your spouse, if she survives you, or\nto your estate if your spouse does not survive you, the remaining portion of any\npayments due under this Agreement.\n\n6.   Attorneys' Fees and Expenses.  You agree that you are responsible for\n     ----------------------------                                         \npayment of all of your own attorneys' fees and expenses incurred in conjunction\nwith the review of this Agreement and resolution of any and all purported claims\nagainst Alliant.\n\n7.   Non-Solicitation.  In consideration for the payment you will receive under\n     ----------------                                                          \nthis Agreement, you agree that you will not, for a period of four (4) years,\nfrom September 1, 1998 induce or attempt to induce any employee of Alliant to\nleave his or her employment with Alliant or to become employed by any business\nenterprises with which you may then be employed, associated or connected.\n\n8.   Confidential Information.  You acknowledge that in the course of your\n     ------------------------                                             \nemployment with Alliant or any of its predecessor companies, you have had access\nto confidential information and trade secrets relating to business affairs of\nAlliant and\/or its predecessor or related companies and entities.  You agree\nthat you are obligated to not, at any time, disclose or otherwise make available\nto any person, company or other party confidential information or trade secrets.\nThis Agreement shall not limit any obligations you have under any employee\nconfidentiality agreement or applicable federal or state law.\n\n9.   Restrictions Against Competition -  Without prior written consent of the\n     --------------------------------                                        \nBoard of Directors of Alliant and in consideration for the amounts paid to you\nduring the term of this Consulting Agreement, you agree that you will not,\ndirectly or indirectly, own, manage, operate, control, be employed by,\nparticipate in or be connected in any manner with the ownership, management,\noperation or control of any business similar to the type of business being\nconducted by Alliant during the term of this Consulting Agreement and\/or which\nmay be in competition with Alliant during the term of this Consulting Agreement.\nThis Paragraph 9 does not apply to immaterial ownership interests such as\nownership in a mutual fund that has within its portfolio stock of a competitor\nof Alliant.\n\n10.  Non-disparagement. You agree not to make any disparaging or negative\n     ------------------\n     statements about Alliant, its products or services or its current or former\n     directors, officers, managers, or employees. Alliant's directors and\n     officers will not make any disparaging\n\n \n     or negative statements about you. This Paragraph 10 does not apply to any\n     statements you make against current or former directors, officers,\n     managers, or employees that are made in conjunction with or directly\n     related to the litigation referenced in the last paragraph of Paragraph 11\n     of this Agreement. Further this Paragraph 10 does not preclude and current\n     or former directors, officers, managers, or employees from making\n     statements against you that are in conjunction with or directly related to\n     the above referenced litigation.\n\n     Statements made in the course of any litigation or legal proceeding,\nwhether disparaging or negative, are excluded from coverage of this Paragraph\n\n11.  Release.  As an inducement to Alliant to enter into this Agreement, you\n     -------                                                                \nfully release and discharge Alliant, its directors, officers, managers,\nemployees, agents, insurers, representatives, counsel, shareholders,\npredecessors, successors, and other affiliates from all liability for damages or\nclaims of any kind arising out of any action, inaction, decision, or event\noccurring through the date of your execution of this Agreement.  You understand\nthat you are giving up any and all manner of actions or causes of actions,\nsuits, debts, claims, complaints, or demands of any kind whatsoever, whether\ndirect or indirect, fixed or contingent, known or unknown, in law or in equity,\nthat you have or may have for claims arising under or based on the Minnesota\nHuman Rights Act, Minn. Stat. section 363.01, et. seq.; Title VII of the Civil\nRights Act, 42 U.S.C. section 2000e et seq.; the Age Discrimination in\nEmployment Act, 29 U.S.C. section 621 et seq.; the Americans with Disabilities\nAct, 42 U.S.C. section 12101, et seq.; the Older Worker's Benefit Protection\nAct, 1990 Amendment to the Age Discrimination in Employment Act; the Fair Labor\nStandards Act, 29 U.S.C. section 201 et seq.; or any other federal, state or\nlocal law, including any attorneys' fees that could be awarded in connection\nwith these or any other claims.  You further understand that this release\nextends to, but is not limited to, all claims that you have or may have in\ncontract or tort theories, for wrongful discharge, wrongful discharge in\nviolation of public policy, breach of contract, interference with contractual\nrelations, promissory estoppel, breach of an express or implied promise, breach\nof the implied covenant of good faith and fair dealing, breach of employee\nhandbooks, manuals or other policies, assault, battery, intentional or negligent\nmisrepresentation, fraud, retaliation, intentional or negligent infliction of\nemotional distress, defamation, breach of fiduciary duty, negligent hiring,\nretention or supervision  and\/or any other claim otherwise based on any theory,\nwhether developed or undeveloped, arising from or related to your employment or\nthe termination of your employment with Alliant, or any other fact or matter\noccurring prior to your execution of this Agreement.\n\n     You further agree that you will not institute any claim for damages, by\ncharge or otherwise, nor otherwise authorize any other party, governmental or\notherwise, to institute any claim for damages via administrative or legal\nproceeding against Alliant, its officers, executives, agents, assigns, insurers,\nrepresentatives, counsel, administrators, successors, predecessors,\nshareholders, employees and \/or directors.  You also waive the right to money\ndamages or other legal or equitable relief awarded by any governmental agency\nrelated to any such claim.\n\n     You further agree that you (or anyone on your behalf) will not file a\ncharge with the Equal Employment Opportunity Commission or similar state agency,\nand that you waive your right to file a court action or to seek individual\nremedies or damages in any Equal Employment Opportunity Commission or similar\nstate agency-filed court action, and your release of these rights shall apply\nwith full force and effect to any proceedings arising from or relating to such a\ncharge.\n\n     Excluded from this Paragraph 11 is any action(s), claim(s), cross-claim(s),\ncomplaint(s) or subsequent litigation(s) or any involvement related, in any way,\nto the case of Amtower et. \n\n \nal. versus Hercules Incorporated C.A. No. 97C-09-018 (WTQ) presently filed in\nthe Superior Court of the State of Delaware.\n\n     Excluded from this Paragraph 11 are any rights you have under the Employee\nRetirement Income Security Act, 29 U.S.C. 1001 et. seq., and any rights you have\nunder any applicable Workers Compensation Law.\n\n12.  Consideration Period.  You have been informed that the terms of this\n     ---------------------                                               \nAgreement shall be open for consideration by you for a period of at least forty-\nfive (45) calendar days after the date you receive this Consulting Agreement and\nGeneral Release, during which time you may consider whether or not to accept\nthis Agreement and seek counsel to advise you regarding the same.  You agree\nthat changes to this Agreement, whether material or immaterial, will not restart\nthis acceptance period. You further understand that you are not required to take\nthe entire forty-five (45) day period to decide whether you wish to execute the\nAgreement and that you may do so on an accelerated basis without prejudice to\nyour own or Alliant's rights under this Agreement.\n\n13.  Right to Rescind and\/or Revoke.  You understand that you have the right to\n     -------------------------------                                           \nrevoke or rescind this Agreement for any reason by informing Alliant of your\nintent to revoke or rescind this Agreement within Thirty (30) calendar days\nafter you sign it.  You understand that this Agreement will not become\nenforceable unless and until you execute the Agreement and the applicable\nrevocation\/rescission period has expired.  Any such revocation or rescission\nmust be in writing and hand-delivered to Bob Gustafson or, if sent by mail,\npostmarked within the applicable time period, sent by certified mail, return\nreceipt requested, and addressed as follows:\n\n                            Mr. Robert E. Gustafson\n                        Vice President, Human Resources\n                           Alliant Techsystems Inc.\n                                   MN11-2042\n                             600 Second Street NE\n                            Hopkins,  MN 55343-8384\n\n     In the event that you opt to rescind or revoke the Agreement, neither you\nnor Alliant will have any rights or obligations whatsoever under this Agreement.\nAny rescission or revocation, however, does not affect your termination of\nemployment from Alliant effective as of the date set forth in Paragraph1.\n\n14.  Enforcement Date.  This Agreement does not become enforceable until Thirty\n     ----------------                                                          \nOne (31) calendar days after you sign it and return it to Bob Gustafson and then\nonly if it has not been rescinded or revoked by you under the procedures of\nParagraph 13.\n\n15.  No Admission.  This Agreement is not an admission by Alliant that any of\n     ------------                                                            \nits actions or inactions is unjustified, unwarranted, discriminatory, wrongful\nor in violation of any Federal, state or local law and this Agreement shall not\nbe interpreted as such.  Alliant disclaims any liability to you or any other\nperson on the part of itself, its directors, its officers, its employees, its\nrepresentatives, and its agents.  You agree and acknowledge that this Agreement\nshall not be interpreted to render either party to be a prevailing party for any\npurpose including, but not limited to, an award of attorney's fees under any\nstatute or otherwise.\n\n16.  (A)  Effect of Breach.  In the event that you breach any material provision\n          ----------------                                                      \nof this Agreement, Alliant will have no further obligations under Paragraph 5 of\nthis Agreement and \n\n \nyou agree that Alliant is entitled to repayment of all monies paid to you under\nsuch Sections together with reasonable attorneys' fees and costs incurred to\ncollect the money and to seek injunctive relief.\n\n     Further, in the event that Alliant breaches any material provision of this\nAgreement, you will have no further obligations under this Agreement.  Alliant\nagrees that if it breaches any provision of this Agreement you will be entitled\nto the remainder of payments due under the Consulting Agreement (ending August\n31, 2002) together with reasonable attorneys fees and costs incurred to\nestablish the breach and collect unpaid fees under the Consulting Agreement.\n\n     (B)  Each party agrees to give the other party ten (10) days written notice\nof any alleged breach in order to permit the party accused of the breach time to\ncorrect or reverse the breach if correction or reversal is possible.  The ten\n(10) day period will commence on the receipt of the written notice by the\naddressee.  The correction or reversal must be completed within the ten (10) day\nperiod.  If correction or reversal does not occur, as set forth above, the party\nasserting the breach may proceed as set forth in (A) above.\n\n17.  No Assignment.  This Agreement is personal to you and may not be assigned\n     -------------                                                            \nby you .\n\n18.  Enforceable Contract.  The laws of the State of Minnesota shall govern this\n     ---------------------                                                      \nAgreement.  If any part of this Agreement is construed to be in violation of any\nlaw, such part shall be modified to achieve the objective of the parties to the\nfullest extent permitted and the balance of this Agreement shall remain in full\nforce and effect.\n\n19.  Entire Agreement.  You agree that this Agreement contains the entire\n     -----------------                                                   \nagreement between you and Alliant with respect to the subject matter hereof and\nthere are no promises, undertakings or understandings outside of this Agreement,\nexcept with respect to your continued requirement not to reveal confidential,\nsecret or top secret information, patent, trademark or similar matters and as\nspecifically set forth herein.  This Agreement supersedes all prior or\ncontemporaneous discussions, negotiations and agreements, whether written or\noral.  Your right to payments or employee benefits from Alliant are specified\nexclusively and completely in this Agreement.  Any modification or addition to\nthis Agreement must be in writing, signed by an officer of Alliant and you.\n\n20.  Change of Control.  This Agreement shall be binding upon both parties\n     -----------------                                                    \nirrespective of a Change of Control of Alliant Techsystems Inc. as defined in\nthe Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan.\n \n21.  Severability and Survival - All agreements and covenants herein are\n     -------------------------                                          \nseverable and, if any term, phrase, agreement or covenant is held invalid by any\ncompetent court, this Agreement shall be interpreted as if such invalid term,\nphrase, agreement or covenant were not contained herein.\n\n22.  ACKNOWLEDGEMENT.  You affirm that you have read this Agreement, have had\n     ---------------                                                         \nadequate time to consider the terms of the Agreement and have been advised that\nyou may consult with an attorney prior to signing this Agreement.  The\nprovisions of this Agreement are understandable to you and to the extent that\nyou have not understood any section, paragraph, sentence, clause or term, you\nhave taken steps to ensure that it was explained to you.  You have entered into\nthis Agreement freely and voluntarily.\n\n \nIN WITNESS WHEREOF, the parties have executed this Agreement by their signatures\nbelow.\n\n\nDated: April 20, 1999                   \/S\/ Richard Schwartz\n                                        --------------------\n                                        Richard Schwartz\n \nDated: April 26, 1999                   Alliant Techsystems Inc.\n \n                                        By: \/S\/ Daryl L. Zimmer\n                                        -----------------------\n                                        Its: Vice President and General Counsel\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6632],"corporate_contracts_industries":[9474],"corporate_contracts_types":[9539,9541],"class_list":["post-38658","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alliant-techsystems-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38658","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38658"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38658"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38658"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38658"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}