{"id":40099,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/lsar-option-loan-program-alliant-techsystems-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"lsar-option-loan-program-alliant-techsystems-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/lsar-option-loan-program-alliant-techsystems-inc.html","title":{"rendered":"LSAR Option Loan Program &#8211; Alliant Techsystems Inc."},"content":{"rendered":"<pre>                            ALLIANT TECHSYSTEMS INC.\n                            LSAR OPTION LOAN PROGRAM\n\n1. PURPOSE.  The purpose of the Alliant Techsystems Inc. LSAR Option Loan\nProgram (the 'Program') is to provide financial assistance in connection with\nthe exercise by individuals (the 'Participants') of stock options (the 'LSAR\nOptions') awarded in connection with each holder's agreement to defer receipt of\npayment (the 'Deferred Amount') for his limited stock appreciation rights at the\ntime of the August 10, 1994 'change of control' of Alliant Techsystems Inc. (the\n'Company').\n\n2. LOAN PROVISIONS.\n\n       2.1 General.  The Company shall extend a loan ('Loan') to a Participant\nupon the exercise of an LSAR Option, subject to the terms and conditions set\nforth in this Section 2, if the Participant so requests at the time the\nParticipant's LSAR Option is exercised.  Notwithstanding anything to the\ncontrary herein, the Company shall not be required to make any Loan to a\nParticipant if the making of such Loan would (a) cause the Company to violate\nany covenant or similar provision in any indenture, loan agreement or other\nagreement, or (b) violate any applicable federal, state or local law.\n\n       2.2 Principal Amount.  The maximum principal amount of any Loan shall be\nthe sum of (a) the exercise price of the LSAR Option and (b) the withholding\ntaxes payable upon exercise of the LSAR Option (including withholding taxes\npayable with respect to the Deferred Amount), less (c) the Deferred Amount.\n\n       2.3 Term.  The term (the 'Term') of each Loan shall begin on the date of\nthe exercise of the LSAR Option (the 'Exercise Date') and have a final maturity\ndate of March 31, 1998, at which time the unpaid principal amount of the Loan,\nplus unpaid accrued interest thereon, as provided in Section 2.4, shall be due\nand payable in full.  A Participant may prepay any portion of a Loan at any\ntime.  All prepayments shall first be applied to pay accrued interest through\nthe date of the prepayment and then to reduce the principal balance due on the\nLoan.\n\n       2.4 Interest.  Interest on the unpaid principal balance of each Loan\nshall accrue from the Exercise Date until the Loan is paid in full at an\ninterest rate, compounded annually, equal to the higher of (a) six percent or\n(b) the 'applicable federal rate' in effect on the Exercise Date for loans of\nsuch maturity, as determined by Section 1274(d) of the Internal Revenue Code.\nAccrued interest shall not be payable during the Term, except in connection with\nprepayments of any portion of a Loan, but shall be paid at the time any portion\nof the unpaid principal amount of a Loan is repaid.\n\n       2.5 Full Recourse Promissory Note.  Each Loan shall be evidenced by a\nfull recourse promissory note ('Note') in such form and containing such\nprovisions of the Program as the Company's legal counsel deems appropriate.  The\nobligations of each Participant under a Note shall be unconditional and absolute\nand, without limiting the generality of the foregoing, shall not\n\n \nbe released, discharged or otherwise affected by any change in the existence,\nstructure or ownership of the Company, or any insolvency, bankruptcy,\nreorganization or other similar proceeding affecting the Company or its assets\nor the market value of its common stock ('Common Stock') or any resulting\nrelease or discharge of any obligation of the Company or the existence of any\nclaim, set-off or other rights which any Participant may have at any time\nagainst the Company or any other person, whether in connection with the Program\nor with any unrelated transactions, provided that nothing herein shall prevent\nthe assertion of any such claim by separate suit or counterclaim.\n \n       2.6 Security.  Payment of the Note shall be secured by a pledge of all of\nthe shares of Common Stock (the 'Shares') acquired by the Participant upon\nexercise of the LSAR Option.  The Participant shall effect such pledge by\ndelivering to the Company (a) the certificate(s) for the Shares, accompanied by\na duly exercised stock power in blank, (b) a properly executed stock pledge\nagreement, and (iii) such other documents as may be required by the Company's\nlegal counsel.  A Participant shall always have the right to sell Shares,\nprovided that (i) such sales are made in open market transactions, (ii) the\nCompany shall have a security interest in the proceeds of such sale to the\nextent of the unpaid balance of the Loan, plus accrued interest thereon, and\n(iii) the proceeds of such sale are used, to the extent necessary, to repay the\nLoan, plus accrued interest thereon to the date of such repayment.\n\n3.  MISCELLANEOUS.\n\n       3.1 Administration.  The Program shall be administered by the Personnel\nand Compensation Committee (the 'Committee') of the Company's Board of Directors\n(the 'Board').  Subject to the provisions of the Program, the Committee shall\ninterpret the Program and make such rules as it deems necessary for the proper\nadministration of the Program, shall make all other determinations necessary or\nadvisable for the administration of the Program and shall correct any defect or\nsupply any omission or reconcile any inconsistency in the Program in the manner\nand to the extent that the Committee deems desirable to carry the Program into\neffect.  Any action taken or determination made by the Committee hereunder shall\nbe final and conclusive on all parties.  The act or determination of a majority\nof the Committee shall be deemed to be the act or determination of the entire\nCommittee.  The Committee may consult with legal counsel, who may be legal\ncounsel to, or employed by, the Company, and such other advisors as the\nCommittee may deem necessary and\/or desirable, and the members of the Committee\nshall not incur any liability for any action taken in good faith in reliance\nupon the advice of legal counsel or any other advisor.\n\n       3.2 Amendment and Termination of the Program.  The Board may amend,\nsuspend or terminate the Program at any time; provided that no amendment,\nsuspension or termination of the Program may, without the consent of a\nParticipant, adversely affect such Participant's rights under the Program in any\nmaterial respect.  The Program shall automatically terminate, without action by\nthe Board, if no Participant requests a Loan on or prior to the date of the\nexpiration of the LSAR Options.\n\n \n     3.3 Employment Not Guaranteed.  Nothing contained in the Program nor any\nrelated document nor any action taken in the administration of the Program shall\nbe construed as a contract of employment or as giving a Participant any right to\nbe retained in the employment of the Company or any of its subsidiaries.\n\n     3.4 Applicable Law.  The Program and any related documents shall be\ngoverned in accordance with the laws of the State of Minnesota without regard to\nthe application of the conflicts of law provisions thereof.\n\n     3.5 Inurement of Rights and Obligations.  The rights and obligations under\nthe Program and any related documents shall inure to the benefit of, and shall\nbe binding upon, the Company, its successors and assigns, and the Participants\nand their beneficiaries.\n\n     3.6 Notices.  All notices and other communications required or permitted to\nbe given under the Program shall be in writing and shall be deemed to have been\nduly given if delivered personally or mailed first class, postage prepaid, as\nfollows: (i) if to the Company, at its principal business address to the\nattention of the Corporate Secretary, and (ii) if to a Participant, at the last\naddress of the Participant known to the sender at the time the notice or other\ncommunication is sent.\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":[9540,9539],"class_list":["post-40099","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alliant-techsystems-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40099","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=40099"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40099"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40099"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40099"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}