{"id":38907,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-alliant-techsystems-inc-and-paul-david.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-alliant-techsystems-inc-and-paul-david","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-alliant-techsystems-inc-and-paul-david.html","title":{"rendered":"Employment Agreement &#8211; Alliant Techsystems Inc. and Paul David Miller"},"content":{"rendered":"<pre>                             EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement (this 'Agreement'), dated as of January 1, 1999,\nis entered into by and between Alliant Techsystems Inc., a Delaware corporation\n(the 'Company'), and Paul David Miller (the 'Executive').\n\n                                   RECITALS:\n\n     WHEREAS, the Company desires to employ the Executive, and the Executive\ndesires to enter into the employment of the Company, upon the terms and\nconditions and in the capacities set forth herein;\n\n     NOW, THEREFORE, in consideration of the premises and for other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the Company and the Executive hereby agree as follows:\n\n     1.   Employment and Term of Employment. Subject to the terms and conditions\nof this Agreement, the Company hereby agrees to employ the Executive, and the\nExecutive hereby agrees to serve the Company, as Chairman of the Board and Chief\nExecutive Officer of the Company for a term (the 'Term of Employment') beginning\non January 1, 1999 (the 'Effective Date') and ending on March 31, 2002\n('Expiration Date'). Notwithstanding the foregoing, if either party gives a\nvalid Notice of Termination pursuant to Section 6 hereof, the Term of Employment\nshall not extend beyond the Expiration Date specified in such Notice of\nTermination.\n\n     2.   Scope of Employment.\n\n          (a)  During the Term of Employment, the Executive shall have and may\nexercise all the powers, duties and functions as are normal and customary for\nthe Chairman of the Board and Chief Executive Officer and that are consistent\nwith the responsibilities set forth with respect to such positions in the\nCompany's bylaws. The Executive shall also perform such other duties not\ninconsistent with such positions as are assigned to him, from time to time, by\nthe Board of Directors of the Company (the 'Board'). During the Term of\nEmployment, the Executive shall devote substantially all of his business time,\nattention, skill and efforts to the faithful performance of his duties\nhereunder.\n\n          (b)  During the Term of Employment, the Executive agrees to serve, if\nelected, as an officer or director of any subsidiary or affiliate of the\nCompany.\n\n     3.   Compensation.  During the Term of Employment, in consideration of the\nExecutive's services hereunder, including, without limitation, service as an\nofficer or director of the Company or of any subsidiary or affiliate thereof,\nand in consideration of the Executive's agreements set forth in any\nconfidentiality or non-competition agreement between the Executive and the\nCompany:\n\n \n          (a)  The Executive shall receive a salary at the rate of $600,000 per\nyear (payable at such regular intervals as other employees of the Company are\ncompensated in accordance with the Company's employment practices, but not less\nthan monthly), which amount shall be subject to review by the Board from time to\ntime and may be adjusted at its discretion, provided that such salary may not be\nreduced at any time. In addition, the Company shall reimburse the Executive for\nhis reasonable and documented expenses incurred in connection with the business\nof the Company in accordance with the Company's normal procedures.\n\n          (b)  The Executive shall receive a grant of 13,000 shares of\nrestricted Common Stock of the Company ('Common Stock'). The shares shall vest\nand unrestricted stock certificates shall be delivered to the Executive with\nrespect to one-third of such shares on January 1st of each of the three years\nafter the Effective Date during the Term of Employment, less shares withheld for\nincome tax purposes. The Company shall promptly deliver certificates for all\nsuch vested and unrestricted shares to the Executive. The Executive's rights\nshall terminate immediately with respect to all remaining unvested shares if the\nExecutive's employment terminates.\n\n          (c)  The Executive shall receive options to purchase 150,000 shares of\nCommon Stock under the Company's 1990 Equity Incentive Plan, as amended to date,\nwhich options shall have a grant date of January 1, 1999, and shall be subject\nto the terms of the Plan's standard non-qualified stock option agreement between\nthe Company and the Executive relating thereto. The exercise price of the\noptions shall be the average of the closing bid and asked prices of the\nCompany's Common Stock on December 31, 1998. The options shall vest and become\nexercisable with respect to 50,000 shares of Common Stock on January 1st of each\nof the three years after the Effective Date during the Term of Employment.\n\n          (d)  The Executive shall be entitled to participate in certain long-\nterm performance incentive programs and to receive Performance Shares (as\ndefined herein) in connection therewith. Performance Shares are shares of Common\nStock that become payable at a certain future date if certain performance goals\nare achieved. Each Performance Share grant will define the number of Performance\nShares to be granted for performance that corresponds to 'threshold,' 'target'\nand 'outstanding' performance. Performance less than 'threshold' results in no\nshares earned and paid; the actual number of shares earned and delivered for\nperformance between 'threshold' and 'outstanding' is based on linear\ninterpolation; the maximum shares available for payment is the number of shares\ncorresponding to 'outstanding' performance. Initial grants to the Executive\nshall be as follows:\n\n         Grant #1          Measurement: FY00 EPS\n         \n                           FY00 EPS          Shares earned\/paid\n                           --------          ------------------\n         \n         Threshold         5.18              1,000 shares\n         Target            6.10              2,000 shares\n         Outstanding       6.99              4,000 shares\n         \n\n \n         Grant #2          Measurement: FY00 + FY01 Average EPS\n         \n                           FY00\/01 EPS      Shares earned\/paid\n                           -----------      ------------------\n         \n         Threshold         5.57             1,000 shares\n         Target            6.55             2,000 shares\n         Outstanding       7.26             4,000 shares\n\nThe Executive will be entitled to participate in any future long-term\nperformance incentives offered to other executive officers.\n\n          (e)  All shares delivered to the Executive pursuant to this paragraph\n3 or otherwise pursuant to this Agreement shall be subject to such conditions on\ntransfer as may be required under the Securities Act of 1933, as amended (the\n'Act') and may bear a legend to such effect.\n\n          (f)  The Company shall pay the Executive an annual incentive bonus\n('Incentive Bonus') in each fiscal year of the Company during which the\nExecutive is (1) employed by the Company for at least three months during such\nfiscal year, and (2) the Company's performance during that fiscal year equals or\nexceeds the performance goals set by the Board for such fiscal year. The\nIncentive Bonus will be paid at the same time such bonuses are paid to other\nexecutive officers of the Company. The Incentive Bonus for each applicable\nfiscal year shall consist of $400,000 in cash if the Company achieves the\nperformance goals set by the Board for such fiscal year and, $800,000 if and to\nthe extent the Company achieves a level of performance defined by the Board as\n'outstanding' (or a prorated amount if the Executive is employed for less than\n12 months during the fiscal year). Beginning with fiscal year 2000, any\nIncentive Bonus payable in excess of $400,000 shall be payable in newly issued\nshares of Common Stock until such time as the Executive owns a number of shares\nof Common Stock equal to the Ownership Target. For purposes hereof, 'Ownership\nTarget' on a given day shall mean that number of shares of the Company's Common\nStock equal to four times the quotient of $600,000 divided by the closing price\nof the Company's Common Stock on the immediately preceding trading day.\nNotwithstanding the foregoing, for the fiscal year ending March of 1999, the\nCompany shall pay an Incentive Bonus of $100,000 payable on the date hereof,\nsuch amount to be equitably adjusted by the Board in its discretion to the\nextent the Company exceeds its performance targets for the fiscal year ending\nMarch, 1999.\n\n     4.   Additional Compensation and Benefits.\n\n          (a)   As additional compensation for the Executive's services under\nthis Agreement between the Executive and the Company, during the Term of\nEmployment, the Company agrees to provide the Executive with the non-cash\nbenefits provided by the Company to its other officers and key employees as they\nmay exist from time to time (other than stock options). Such benefits shall\ninclude such leave or vacation time (not less than five weeks), medical and\ndental insurance, the Company's basic term life insurance and other health care\nbenefits, and retirement and disability benefits as may hereafter be provided by\nthe Company in accordance with its policies. The Company's normal basic term\nlife insurance policy provides a\n\n \ndeath benefit of $1,500,000 (or any lesser amount, at the Executive's election)\npayable to a beneficiary or beneficiaries selected by the Executive.\n\n          (b)  The Executive will be provided with retirement benefits, under\nthe Aerospace Retirement Plan, based on combined Alliant Techsystems Inc. and\nLitton Industries, Inc. service and earnings. To the extent that any retirement\nbenefits cannot be paid from the tax-qualified Company retirement plan, such\nbenefits will be paid by the Company non-qualified supplemental employees\nretirement plan (SERP). Any non-qualified retirement benefit will be distributed\nbased on a 10-year certain distribution alternative, unless the Executive elects\na different distribution option at least one year prior to commencement of\nretirement.\n\n          (c)  The Executive, in his reasonable discretion, is authorized to\nparticipate in the Company's flexible Perquisite Program, which includes\nreasonable expenditures such as first class airfare upgrades, airline club\nmemberships, staff entertainment, spousal travel, the purchase or lease of an\nautomobile, a home security system and a home computer. Under the Program, the\nCompany will reimburse the Executive quarterly for reasonable expenses incurred\nby the Executive in furtherance of the Company's business, provided that (i) the\nCompany shall not reimburse the Executive for expenses to the extent of any\nincome tax benefit realized by the Executive with respect thereto, (ii) amounts\npayable under this subsection (c) shall not exceed a total of $15,000 per annum\n(or other amount as may be determined by the Personnel and Compensation\nCommittee) and (iii) such expenses are incurred in accordance with policies of\nthe Company as they may exist from time to time, and submission to the Company\nof adequate documentation in accordance with federal income tax regulations and\nadministrative pronouncements.\n\n          (d)  The Company will pay up to $15,000 during calendar year 1999 and\n$10,000 during any calendar year thereafter during the term of Employment (such\namount to be pro rated in the case of a partial calendar year) for financial\ncounseling services for the Executive. The Company will also pay to the\nExecutive an amount (if any) which is necessary to put the Executive in the same\nposition with respect to his total federal, state and local income liability as\nhe would have been in had the payments under this paragraph (d) not been made.\n\n     5.   Relocation  Expenses.  In connection with and subject to the\ncontinuation of the Executive's employment by the Company during the periods in\nwhich such expenses are incurred by the Executive:\n\n          (a)  The Company shall pay 100% of the Executive's reasonable costs in\nmoving the Executive, his family and possessions from the Executive's home in\nKeswick, Virginia to a home in the Minneapolis, Minnesota metropolitan area. The\nCompany shall also pay the reasonable temporary living expenses of the Executive\nand his family in Minnesota while searching for a new home. All payments\npursuant to this paragraph (a) shall be increased to the extent necessary so\nthat the amount received by the Executive net of all applicable federal, state\nand local income taxes is equal to the cost or expense being reimbursed.\n\n \n          (b)  The Company shall reimburse the Executive for real estate\ncommissions and other reasonable closing costs and reasonable attorney's fees\ncustomarily borne by sellers in connection with the sale of the Executive's home\nin Keswick, Virginia.\n\n          (c)  Pursuant to the Company's Home Purchase Option Program, the\nCompany agrees either (i) to purchase the Executive's existing home in Keswick,\nVirginia at his original purchase price or (ii) to pay the Executive the\ndifference between the sale price of such home and the Executive's original\npurchase price as set forth in the Program.\n\n          (d)  The Company shall pay the closing costs and reasonable attorney's\nfees incurred by the Executive in connection with purchase of the Executive's\nhome in the Minneapolis, Minnesota area.\n\n          (e)  The Company shall pay 100% of the Executive's reasonable costs in\nmoving the Executive, his family and possessions from the Executive's home in\nMinneapolis, Minnesota area at the conclusion of the Term of Employment to a\nhome selected by the Executive anywhere in the continental United States. All\npayments pursuant to this paragraph (e) shall be increased to the extent\nnecessary so that the amount received by the Executive net of all applicable\nfederal, state and local taxes is equal to the cost or expense being reimbursed.\n\n          (f)  The Company shall reimburse the Executive for real estate\ncommissions and other reasonable closing costs and reasonable attorney's fees\ncustomarily borne by sellers in connection with the sale of the Executive's home\nin the Minneapolis, Minnesota area at the conclusion of the Term of Employment,\nand pay the Executive the difference between the sale price of such home and the\nExecutive's original purchase price (if higher).\n\n          (g)  Alternatively to (f) above, at the option of the Executive, the\nCompany will purchase the Executive's existing home in the Minneapolis,\nMinnesota area. Under this paragraph (g), the purchase price of the Executive's\nhome shall be the greater of an amount determined according to the Company's\nHome purchase Option Program, or the Executive's original purchase price.\n\n     6.   Termination.\n\n          (a)  General.  The Executive's employment hereunder shall\n               -------     \nautomatically terminate on the earlier of his death or the Expiration Date. The\nExecutive may, at any time prior to the Expiration Date, terminate his\nemployment hereunder for any reason by delivering a Notice of Termination\n(defined below) to the Board. The Company may, at any time prior to the\nExpiration Date, terminate the Executive's employment hereunder for any reason\nby delivering a Notice of Termination to the Executive, provided that in no\n                                                        --------    \nevent shall the Company be entitled to terminate the Executive's employment\nprior to the Expiration Date unless the Board shall duly adopt by the\naffirmative vote of a least a majority of the entire membership of the Board, a\nresolution authorizing such termination and stating whether such termination is\nfor Cause (defined below). As used in this Agreement, 'Notice of Termination'\nmeans a notice in writing purporting to terminate the Executive's employment in\naccordance with this Section 6, which notice shall (i) specify the effective\ndate of such termination (not prior to the date of such notice) \n\n \nand (ii) in the case of a termination by the Company for Cause or Disability or\na termination by the Executive for Good Reason or Disability, set forth in\nreasonable detail the reason for such termination and the facts and\ncircumstances claimed to provide a basis for such termination.\n\n          (b)  Automatic Termination on Expiration Date or Death. In the event\n               -------------------------------------------------\nthe Executive's employment hereunder shall automatically terminate on the\nExpiration Date or as a result of the Executive's death, the Executive shall\nonly be entitled to receive, to the extent applicable, (i) all unpaid\ncompensation accrued as of the termination date pursuant to Section 3 hereof,\n(ii) all unused vacation time accrued by the Executive as of the termination\ndate, (iii) all amounts owing to the Executive under Sections 4(b) and (c)\nhereof and (iv) those benefits under Section 4 which are required under the\nEmployee Retirement Income Security Act of 1974, as amended ('ERISA'), or other\nlaws. The amounts described in clauses (i), (ii) and (iii) of the foregoing\nsentence shall be paid to the Executive in a lump sum payment promptly after the\nExpiration Date.\n\n          (c)  Termination by Company for Cause. If the Company terminates the\n               --------------------------------     \nExecutive's employment for Cause, the Executive shall only be entitled to\nreceive the compensation and other payments described in paragraph (b) above,\nsuch compensation and other payments to be paid as if the Executive's employment\nhad automatically terminated without the giving of any Notice of Termination. As\nused in this Agreement 'Cause' shall mean (i) any material failure of the\nExecutive to perform his duties specified in Section 2 of this Agreement (other\nany such failure resulting from the Executive's incapacity due to Disability)\nafter written notice of such failure has been given to the Executive by the\nBoard and such failure shall have continued for 30 days after receipt of such\nnotice, (ii) gross negligence or willful or intentional wrongdoing or\nmisconduct, (iii) a material breach by the Executive of any confidentiality or\nnon-competition agreement between the Executive and the Company, or (iv)\nconviction of the Executive of a felony offense or a crime involving moral\nturpitude.\n\n          (d)  Termination for Disability. To provide for the event the\n               --------------------------\nExecutive's employment is terminated by either the Company or the Executive on\naccount of Disability (defined below), the Company shall provide the Executive\nsuch disability benefits as may hereafter be provided by the Company in\naccordance with its policies, as they may exist from time to time. As used\nherein, 'Disability' means any physical or mental condition of the Executive\nthat (i) prevents the Executive from being able to perform the services required\nunder this Agreement, (ii) has continued for at least 180 consecutive days\nduring any 12-month period and (iii) is reasonably expected to continue.\n\n          (e)  Termination Upon Change of Control. If the Executive's employment\n               ----------------------------------\nterminates either by the Company or by the Executive subsequent to a Change of\nControl, as defined in the Company's Income Security Plan, the Company shall pay\nthe Executive the compensation and other payments, including vesting of\nrestricted shares and stock options, described in the Plan.\n\n     7.   Non-exclusivity of Rights. Nothing in this Agreement shall prevent or\nlimit the Executive's continuing or future participation in any benefit bonus,\nincentive or other plan or program provided by the Company or any of its\naffiliated companies and for which the Executive \n\n \nmay qualify, nor shall anything herein limit or otherwise affect such rights as\nthe Executive may have under any stock option or other agreements with the\nCompany or any of its affiliated companies. Amounts which are vested benefits or\nwhich the Executive is otherwise entitled to receive under any plan or program\nof the Company or any of its affiliated companies at or subsequent to the date\nof termination of the Executive's employment under this Agreement shall be\npayable in accordance with such plan or program.\n\n     8.   Governing Law. This Agreement shall be governed by and construed in\naccordance with the internal laws of the State of Minnesota. Venue and\njurisdiction of any act or omission relating to this Agreement shall lie in\nHennepin County, Minnesota.\n\n     9.   Notice. Any notice, payment, demand or communication required or\npermitted to be given by this Agreement shall be deemed to have been\nsufficiently given or served for all purposes if delivered personally or if sent\nby registered or certified mail, return receipt requested, postage prepaid,\naddressed to such party at its address set forth below such party's signature to\nthis Agreement or to such other address as has been furnished in writing by such\nparty for whom the communication is intended. Any such notice be deemed to be\ngiven on the date so delivered.\n\n     10.  Severability. In the event any provisions hereof shall be modified or\nheld ineffective by any court, such adjudication shall not invalidate or render\nineffective the balance of the provisions hereof.\n\n     11.  Entire Agreement. This Agreement constitutes the sole agreement\nbetween the parties with respect to the employment of the Executive by the\nCompany and supersedes any and all other agreements, oral or written, between\nthe parties.\n\n     12.  Amendment and Waiver. This Agreement may not be modified or amended\nexcept by a writing signed by the parties hereto. Any waiver or breach of any of\nthe terms of this Agreement shall not operate as a waiver of any other breach of\nsuch terms or conditions, or any other terms or conditions, nor shall any\nfailure to enforce any provisions hereof operate as a waiver of such provision\nor any other provision hereof.\n\n     13.  Assignment. This Agreement is a personal employment contract and the\nrights and interests of the Executive hereunder may not be sold, transferred,\nassigned or pledged. The Company may assign its rights under this Agreement to\n(i) any entity into or with which the Company is merged or consolidated or to\nwhich the Company transfers all or substantially all of its assets or (ii) any\nentity, which at the time of such assignment, controls, is under common control\nwith, or is controlled by the Company, provided that the Company will require\n                                       -------- \nany successor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business and\/or assets of the\nCompany, by agreement in form and substance reasonably acceptable to the\nExecutive, to expressly assume and agree to perform this Agreement in the same\nmanner and to the same extent that the Company would be required to perform it\nif not such succession had taken place.\n\n \n     14.  Successors. This Agreement shall be binding upon and inure to the\nbenefit of the Executive and his heirs, executors, administrators and legal\nrepresentatives. This Agreement shall be binding upon and inure to the benefit\nof the Company and its successors and assigns.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first written above and intend that this Employment Agreement have the\neffect of a sealed instrument.\n\nDate: 2 February 2000              Paul David Miller\n                                    \n                                   \/s\/ Paul David Miller\n                                   --------------------- \n                                    \n                                   ALLIANT TECHSYSTEMS INC.\n                                    \n                                    \nDate: February 2, 2000             \/s\/ Daryl L. Zimmer\n                                   -------------------\n                                   Name:  Daryl L. Zimmer\n                                   Title: Vice President, General Counsel and\n                                   Secretary\n\n\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":[9539,9544],"class_list":["post-38907","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38907","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=38907"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38907"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38907"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38907"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}