Consulting Agreement With Richard Schwartz

EXHIBIT 10.20.2


CONSULTING AGREEMENT AND GENERAL RELEASE
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This Consulting Agreement and General Release ("Agreement" or "Consulting Agreement"), is made by and between Richard Schwartz ("you"), a resident of the state of Minnesota, and Alliant Techsystems Inc. ("Alliant"), a Delaware corporation with its principal place of business in Hopkins, Minnesota. The effective date of this Agreement is September 1, 1998. You and Alliant have agreed that your employment has concluded as provided in this Agreement and, in connection with such termination of employment, Alliant has agreed to provide you with certain payments and benefits to which you would not be entitled absent your execution of this Agreement. Further, you and Alliant desire to settle any and all disputes related directly or indirectly to your employment by Alliant and/or your termination from employment, in accordance with the terms and conditions set forth in this Agreement. Finally, you and Alliant have agreed to a consulting arrangement whereby you will assist Alliant when reasonably called upon by Alliant's Chief Executive Officer, as described in Paragraph 5 below. Therefore, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Alliant agree as follows:


1. Termination of Employment. Effective September 1, 1998, you elected to
------------------------- retire and your employment with Alliant terminated. Except as otherwise provided in this Agreement or as set forth in the applicable employee benefit plan document, all privileges of such employment ended as of the close of business on that date.


2. Resignation as Officer/Director. Effective as of the close of business
------------------------------- September 1, 1998, you voluntarily resigned as Chief Executive Officer of Alliant. You have also resigned as a Director and Chairman of the Board of the Alliant Board of Directors effective January 1, 1999.


3. Payment and Benefits. (a) In connection with your retirement, Alliant
-------------------- will provide you the following payments and benefits;


(i) Supplemental Employee Retirement Plan. Pursuant to the terms of
-------------------------------------- the Employment Agreement between you and Alliant dated October 27, 1994, Alliant paid you a supplemental employee retirement plan benefit of Three Hundred Thirteen Thousand Eight Hundred Ten dollars and forty three cents ($313,810.43 i.e. $300,000.00 plus interest at a rate of 5.65% per annum from January 9, 1998 to October 27, 1998). This amount is not considered "Earnings" or "Recognized Compensation" for purposes of Alliant's qualified and non-qualified employee benefit plans.


(ii) MIP. You will be eligible to receive a pro rata portion (5/12)
--- of your Management Incentive Plan (MIP) payment for Fiscal Year 1999. Such payment will be based on the general performance criteria already established prior to the beginning of such Fiscal Year and corporate results as determined by the Personnel and Compensation Committee of Alliant's Board of Directors. Any determinations made by the Personnel and Compensation Committee regarding achievement of performance criteria, whether by the Company as a whole or by you, payout percentages, adjustments for extraordinary or other events or other reasons shall in all cases be in its sole discretion, except where modified by the Board of Directors, shall be final and binding upon you and you hereby waive any claim or opportunity to dispute such determination. This amount will be no less than an amount based on the overall performance of Alliant as used to calculate the MIP Incentive Fund for other corporate participants applied to


your prorated on-plan amount, and paid in a single lump sum payment in cash at the same time as all other MIP participants receive payment. This amount will be considered "Earnings" or "Recognized Compensation" for purposes of Alliant's qualified or non-qualified employee benefit plans. You will not be a participant in the Alliant Management Incentive Plan for the fiscal year beginning April 1, 1999 or thereafter.


(iii) Stock Options. The Two Hundred Fifteen Thousand (215,000) stock
------------- options exercisable as of September 1, 1998 will remain exercisable for a period of three (3) years from your retirement date, on terms existing at time of issue, as set forth in Paragraph 1.


(iv) Executive Life Insurance. You are the owner of a One Million
------------------------- Five Hundred Thousand and No/100 dollar ($1,500,000.00) last-to-die universal life insurance contract through the Travelers, including the cash surrender value thereon. Alliant has reimbursed you for the premiums on such policy for the past 4 years. Alliant will discontinue reimbursement of the premiums for the last two years of the contract, as of your retirement date as set forth in Paragraph 1.


(v) Executive Perquisites Account and Financial Counseling. Your
------------------------------------------------------ participation in the Executive Perquisites Account plan terminated effective as of the close of business on September 1, 1998. There is no remaining balance for financial counseling services.


(vi) Accrued but Unused Vacation. You have been paid your accrued and
--------------------------- unused vacation balance in the amount of $73,404.47.


(vii) Employee Benefit Plans. Your rights to benefits under all other
---------------------- Alliant employee benefit plans will be governed by the terms of such plans. Medical and life insurance coverage for you and your spouse continued at active rates through December 31, 1998. Thereafter, you were offered COBRA continuation of these benefits on the same basis as all other terminated participants. The current premium for employee plus one medical coverage is $222.00 per month and for dental coverage is $51.00 per month.


You are not vested in the Alliant Techsystems Inc. Retirement Plan, therefore any amounts you have accrued to date in these plans were forfeited as of your retirement date as set forth in Paragraph 1. Further, because you did not complete at least 5 full years of credited service as of your retirement date you will not be offered retiree medical coverage for you or your family. You were, however, automatically 100% vested in the Alliant Techsystems Inc. 401(k) Plan as of your first day of participation, therefore you have the right to take a distribution of your account in that plan at your convenience. You acknowledge that you have been provided Summary Plan Descriptions (SPD) for each of these plans and have been advised of your right to a copy of each of the underlying plan documents.


(b) Except as provided above, you acknowledge that you have received all other compensation and benefits due and owing to you from Alliant and that you have no further claim to any compensation or employee benefits from Alliant


4. Your Death. Alliant agrees that the compensation and benefits described in
----------- Paragraphs 3(a)(i), (ii), (iii), (v), and (vii) above will be paid or provided to, or exercised by, your estate in the event of your death.


5. Consulting Agreement. For a term of four (4) years beginning September 1,
-------------------- 1998, and ending August 31, 2002, Alliant has agreed to hire you as an independent contractor. As an independent contractor, you will report to Alliant's Chief Executive Officer. It is anticipated that


you will be available to Alliant approximately 50 hours per calendar quarter through August 31, 2000, f ...