Employment Agreement

EXHIBIT 10.24


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


This amended and restated Employment Agreement (this "Agreement"), dated as of March 30, 2001, is entered into by and between Alliant Techsystems Inc., a Delaware corporation (the "Company"), and Paul David Miller (the "Executive").


RECITALS:


WHEREAS, the Company and the Executive entered into an employment agreement, dated January 1, 1999;


WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue in the employment of the Company upon the amended and restated terms and conditions and in the capacities set forth herein;


WHEREAS, the Company and the Executive executed that certain Restricted Stock Agreement, with a grant date of January 1, 1999, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Non-Qualified Stock Option Agreement, with a grant date of January 1, 1999, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Non-Qualified Stock Option Agreement, with a grant date of December 21, 1999, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed those certain Performance Share Agreements, with a grant date of May 10, 1999, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Performance Share Agreement, with a grant date of March 20, 2000, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Restricted Stock Agreement, with a grant date of January 23, 2001, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Non-Qualified Stock Option Agreement, with a grant date of January 23, 2001, a copy of which is attached hereto;


WHEREAS, the Company and the Executive executed that certain Performance Share Agreement, with a grant date of April 1, 2001, a copy of which is attached hereto;


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:


1. EMPLOYMENT AND TERM OF EMPLOYMENT. Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, as Chairman of the Board and Chief Executive Officer of the Company for a term (the "Term of Employment") beginning on January 1, 1999 (the "Effective Date") and ending on March 31, 2003 ("Expiration Date"). Notwithstanding the foregoing, if either party gives a valid Notice of Termination pursuant to Section 6 hereof, the Term of Employment shall not extend beyond the expiration date specified in such Notice of Termination.


2. SCOPE OF EMPLOYMENT.


(a) During the Term of Employment, the Executive shall have and may exercise all the powers, duties and functions as are normal and customary for the Chairman of the Board and Chief Executive Officer and that are consistent with the responsibilities set forth with respect to such positions in the Company's bylaws. The Executive shall also perform such other duties not inconsistent with such positions as are assigned to him, from time to time, by the Board of Directors of the Company (the "Board"). During the Term of Employment, the Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties hereunder.


(b) During the Term of Employment, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company.


3. COMPENSATION. During the Term of Employment, in consideration of the Executive's services hereunder, including, without limitation, service as an officer or director of the Company or of any subsidiary or affiliate thereof:


(a) Through March 31, 2001, the Executive shall receive a salary at the rate of $600,000 per year (payable at such regular intervals as other employees of the Company are compensated in accordance with the Company's employment practices, but not less than monthly), provided that such salary may not be reduced at any time. During the period beginning April 1, 2001 through the remaining Term of Employment, the Executive shall receive a salary at the rate of $700,000 per year (payable at such regular intervals as other employees of the Company are compensated in accordance with the Company's employment practices, but not less than monthly), which amount shall be subject to review by the Board from time to time and may be adjusted at its direction, provided that such salary may not be reduced at any time. In addition, the Company shall reimburse the Executive for his reasonable and documented expenses incurred in connection with the business of the Company in accordance with the Company's normal procedures.


(b) The Executive shall be entitled to participate in certain long-term performance incentive programs and to receive Performance Shares (as defined herein) in connection therewith. Performance Shares are shares of Common Stock that become payable at a certain future date if certain performance goals are achieved. Each Performance Share grant will define the number of Performance Shares to be granted for performance that corresponds to "threshold," "target" and "outstanding" performance. Performance less than "threshold" results in no shares earned and paid; the actual number of shares earned and delivered for performance between "threshold" and "outstanding" is based on linear interpolation; the maximum shares available for payment is the number of shares corresponding to "outstanding" performance. The Executive will be entitled to participate in any future long-term performance incentives offered to other executive officers.


(c) All shares delivered to the Executive pursuant to this paragraph 3 or otherwise pursuant to this Agreement shall be subject to such conditions on transfer as may be required under the Securities Act of 1933, as amended (the "Act") and may bear a legend to such effect.


(d) The Company shall pay the Executive an annual incentive bonus ("Incentive Bonus") in each fiscal year of the Company during which the Executive is (1) employed by the Company for at least three months during such fiscal year, and (2) the Company's performance during that fiscal year equals or exceeds the performance goals set by the Board for such fiscal year. The Incentive Bonus will be paid at the same time such bonuses are paid to other executive officers of the Company. The Incentive Bonus for each applicable fiscal year ending prior to April 1, 2001, shall consist of $400,000 in cash if the Company achieves the performance goals set by the Board for such fiscal year and $800,000 if and to the extent the Company achieves a level of performance defined by the Board as "outstanding" (or a prorated amount if the Executive is employed for less than 12 months during the fiscal year). The Incentive Bonus for each applicable fiscal year ending after April 1, 2001, shall consist of $560,000 in cash if


the Company achieves the performance goals set by the Board for such fiscal year and $1,120,000 if and to the extent the Company achieves a level of performance defined by the Board as "outstanding" (or a prorated amount if the Executive is employed for less than 12 months during the fiscal year).


4. ADDITIONAL COMPENSATION AND BENEFITS.


(a) As additional compensation for the Executive's services under this Agreement between the Executive and the Company, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits provided by the Company to its other officers and key employees as they may exist from time to time (other than stock options). Such benefits shall include such leave or vacation time (not less than five weeks), medical and dental insurance, the Company's basic term life insurance and other health care benefits, and retirement and disability benefits as may hereafter be provided by the Company in accordance with its policies. The Company's normal basic term life insurance policy provides a death benefit of $1,500,000 (or any lesser amount, at the Executive's election) payable to a beneficiary or beneficiaries selected by the Executive.


(b) (i) In the event the Executive's employment hereunder shall automatically terminate on the Expiration Date, the Executive will be provided with monthly retirement benefits, commencing on the date of termination, under a non-qualified supplemental employees retirement plan (SERP) of the Company, equal to the excess, if any, of (A) over the sum of (B) and (C) as follows, assuming that such benefits are to be paid in the form of a single life only annuity without survivor benefits:


(A) Sixty-five percent (65%) of the Executive's Final
Average Earnings, as such monthly amount is defined in the
Aerospace Retirement Plan except that, for purposes of this
Agreement, such amount shall be determined by reference to the
Executive's highest thirty-six (36) consecutive months (or if
the Term of Employment is less than thirty-six (36) months,
then such lesser number of months representing the number of
full months in the Term of Employment) of earnings
attributable to base salary and annual cash incentive bonus
awards during the last sixty (60) consecutive months of the
Term of Employment, provided that the Executive has reached 65
years of age upon such termination date; if the Executive has
not reached 65 years of age upon such termination date, the
amount of the retirement benefits under this Section
4(b)(i)(A) shall be reduced due to early commencement based on
the Executive's age at the date of termination in accordance
with the terms of the Aerospace Retirement Plan;


(B) The month ...