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Alliant Techsystems Inc. Supplemental Executive Retirement Plan

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ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





As Amended and Restated Effective October 29, 2007








ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



TABLE OF CONTENTS



Page

SECTION 1 INTRODUCTION 1

1.1. Purposes of Plan 1

1.2. History 1

1.3. Adoption of Plan 3

SECTION 2 PLAN NAME 4

SECTION 3 PARTICIPATING EMPLOYEES 4

3.1. Participating Employees 4

3.2. Applicable Pension Plans 5

3.3. Overriding Exclusion 5

SECTION 4 BENEFITS PAYABLE 5

4.1. Benefit for Participating Employees 5

4.1.1. Amount of Benefit 5

4.1.2. Form of Payment 6

4.2. Benefit to Beneficiaries 9

4.2.1. Amount of Benefit 9

4.2.2. Form of Payment 10

4.3. Payment Subsequent to a Change of Control 10

4.4. Special Rule for CECP 12

4.5. Vesting 13

4.6. General Distribution Rules 13

4.6.1. Section 162(m) Determination 13

4.6.2. Exception for Small Benefits 13

SECTION 5 FUNDING 13

5.1. Funding 13




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5.2. Corporate Obligation 14

SECTION 6 GENERAL MATTERS 14

6.1. Amendment and Termination 14

6.2. Limited Benefits 14

6.3. Spendthrift Provision 15

6.4. Errors in Computations 15

6.5. Correction of Errors 15

SECTION 7 FORFEITURE OF BENEFITS 15

SECTION 8 DETERMINATIONS AND CLAIMS PROCEDURE 16

8.1. Determinations 16

8.2. Claims Procedure 17

8.2.1. Original Claim 17

8.2.2. Review of Denied Claim 17

8.2.3. General Rules 17

8.3. Limitations and Exhaustion 18

8.3.1. Limitations 18

8.3.2. Exhaustion Required 19

SECTION 9 PLAN ADMINISTRATION 19

9.1. Committee 19

9.2. Senior Vice President of Human Resources 19

9.3. PRC 20

9.4. Delegation 20

9.5. Conflict of Interest 20

9.6. Administrator 20

9.7. Service of Process 20

9.8. Expenses 20

9.9. Tax Withholding 20

9.10. Certifications 20

9.11. Rules and Regulations 20

SECTION 10 21





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10.1. Defined Terms 21

10.2. ERISA Status 21

10.3. IRC Status 21

10.4. Effect on Other Plans 21

10.5. Disqualification 21

10.6. Rules of Document Construction 21

10.7. References to Laws 22

10.8. Effect on Employment 22

10.9. Choice of Law 22




APPENDIX A ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS A-1

APPENDIX B ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986 B-1

APPENDIX C ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN C-1

APPENDIX D CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN D-1

APPENDIX E INDIVIDUAL EMPLOYMENT AGREEMENTS E-1

APPENDIX F SPECIAL SERP BENEFIT F-1




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ALLIANT TECHSYSTEMS INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated October 29, 2007



SECTION 1



INTRODUCTION



1.1. Purposes of Plan . The purposes of the Alliant Techsystems Inc. Supplemental Executive Retirement Plan are: (1) to restore the benefit amounts that would be payable to select participants in certain tax-qualified defined benefit pension plans sponsored by Alliant Techsystems Inc. ("Alliant") as described in Section 3.2 hereof (the "Pension Plans") absent the limitations in sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the "Code") and absent a participant92s election to voluntarily defer compensation, (2) to pay frozen benefits under certain frozen plans as described in Appendix B, Appendix C and Appendix D, and (3) in certain cases, to provide additional benefits pursuant to employment agreements or other similar agreements between Alliant and employees who are members of a select group of management or highly compensated employees as described in Appendices E and F.



1.2. History . Alliant has heretofore adopted tax-qualified defined benefit Pension Plans called: "ALLIANT TECHSYSTEMS INC. PENSION AND RETIREMENT PLAN," "ALLIANT TECHSYSTEMS INC. RETIREMENT INCOME PLAN (GOCO)," "ALLIANT LAKE CITY RETIREMENT PLAN" and the "THIOKOL PROPULSION PENSION PLAN" (the "Pension Plans") for the purpose of providing retirement benefits to certain of its employees and employees of certain affiliates. The Pension Plans are subject to the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") and are intended to qualify under section 401(a) of the Code. By operation of section 401(a) of the Code, benefits under the Pension Plans are restricted so that they do not exceed maximum benefits allowed under section 415 of the Code. In addition, the maximum amount of annual compensation which may be taken into account for any plan participant may not exceed a fixed dollar amount which is established under section 401(a)(17) of the Code.



In 1990, Alliant was spun-off from Honeywell Inc. and, in connection therewith, established the Alliant Techsystems Inc. Retirement Plan as a "spin-off" from the Honeywell Inc. Retirement Benefit Plan. Effective September 28, 1990, for the purpose of paying the benefits Participating Employees would have been entitled to if Code section 415 and Code section 401(a)(17) limitations were not in effect and, also, to pay certain employees transferred from Honeywell Inc. benefits already accrued under the nonqualified plans sponsored by Honeywell Inc., Alliant adopted a plan known as the "ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY RETIREMENT PLAN (SRP)" by adoption of a document entitled the "Honeywell Supplementary Retirement Plan (SRP)", and a plan known as the " ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR COMPENSATION IN EXCESS OF $200,000 ($200K SERP)" by adoption of a document entitled the "Honeywell Supplementary Executive Retirement Plan for Compensation in Excess of $200,000 ($200K








SERP) (Amended through April 17, 1990)". In addition, Alliant adopted a plan known as the "ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR CECP PARTICIPANTS" by adoption of a document entitled the "Honeywell Supplementary Executive Retirement Plan for CECP Participants (Amended Through April 17, 1990)" as a frozen plan with benefits only for certain employees acquired from Honeywell Inc. who were participants in the Plan while employed by Honeywell Inc. Alliant also adopted a plan known as the "ALLIANT TECHSYSTEMS INC. SUPPLEMENTARY EXECUTIVE RETIREMENT PLAN FOR BENEFITS IN EXCESS OF LIMITS UNDER TAX REFORM ACT OF 1986" by adoption of a document entitled the "Honeywell Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986" as a frozen plan with benefits only for certain employees acquired from Honeywell Inc. who were participants in the Plan while employed by Honeywell Inc.



Pursuant to the subsequent acquisition of certain assets, employees and pension plan assets and obligations from Hercules Incorporated (the "Hercules Acquisition"), effective March 15, 1995, Alliant adopted a plan known as the " ALLIANT TECHSYSTEMS INC. AEROSPACE PENSION RESTORATION PLAN" by adoption of the portion of a document entitled the "Hercules Employee Pension Restoration Plan Effective October 1, 1990" that provides benefits based on the Hercules Incorporated Retirement Income Plan and its successor plans, including the Hercules Incorporated Retirement Income Plan (Government-Owned, Corporation-Operated) and the Hercules Incorporated Pension Plan.



Alliant also adopted, pursuant to the Hercules Acquisition, the ALLIANT TECHSYSTEMS INC. DEFERRED COMPENSATION PLAN (a plan which is memorialized in a document entitled the "Hercules Deferred Compensation Plan") as a frozen plan with frozen benefits for certain employees acquired from Hercules Incorporated.



Effective September 1, 1999, Alliant adopted a nonqualified deferred compensation plan known as the "ALLIANT TECHSYSTEMS INC. MANAGEMENT DEFERRED COMPENSATION PLAN" which provides that certain employees can voluntarily defer compensation pursuant to a prior irrevocable agreement. Effective as of January 1, 2003, Alliant amended and restated its nonqualified deferred compensation plan by the adoption of a document entitled "ALLIANT TECHSYSTEMS INC. NONQUALIFIED DEFERRED COMPENSATION PLAN."



Pursuant to the acquisition of certain assets, employees and pension plan assets and obligations from Alcoa, Inc. (the "Thiokol Acquisition"), Alliant adopted a plan known as the THIOKOL CORPORATION EXCESS PENSION PLAN (a plan which is memorialized in a document entitled "Thiokol Corporation Excess Pension Plan (Restated Effective October 1, 1990)") that provides benefits based on the Thiokol Propulsion Pension Plan for certain Thiokol Propulsion employees acquired from Alcoa, Inc. The Thiokol Corporation Excess Pension Plan shall be merged with and into this Alliant Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.



Alliant also adopted, pursuant to the Thiokol Acquisition, the CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (a plan which is memorialized in a document entitled "CORDANT TECHNOLOGIES INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective July 22, 1999"), as a frozen plan with



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frozen benefits for certain employees acquired from Alcoa, Inc. The Cordant Technologies Inc. Supplemental Executive Retirement Plan was merged with and into this Alliant Techsystems Inc. Supplemental Executive Pension Plan effective January 1, 2003.



1.3. Adoption of Plan . Effective January 1, 2003, Alliant adopted this document entitled "ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN" as a complete amendment and restatement of the Alliant Techsystems Inc. Supplementary Retirement Plan, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Compensation in Excess of $200,000, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants, the Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986, the Alliant Techsystems Inc. Aerospace Pension Restoration Plan, the Alliant Techsystems Inc. Deferred Compensation Plan, the Thiokol Corporation Excess Pension Plan and the Cordant Technologies Inc. Supplemental Executive Retirement Plan for employees who retire, die or otherwise terminate employment on or after January 1, 2003.



The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for CECP Participants is attached as Appendix A and incorporated herein for purposes of paying the benefits due thereunder, effective January 1, 2003. It applies only to those Participating Employees who were participants in the Honeywell Inc. CECP Plan and who are entitled to a "grandfathered" benefit under the Alliant Techsystems Inc. Retirement Plan.



The Alliant Techsystems Inc. Supplementary Executive Retirement Plan for Benefits in Excess of Limits under Tax Reform Act of 1986 is attached as Appendix B and incorporated herein for purposes of paying the benefits due thereunder, effective January 1, 2003. It applies only to those Participating Employees who were participants in such plan and who are entitled to a " grandfathered" benefit under Alliant Techsystems Inc. Retirement Plan.



The Alliant Techsystems Inc. Deferred Compensation Plan is attached as Appendix C and incorporated herein for purposes of paying frozen benefits for certain employees acquired from Hercules Incorporated.



The Cordant Technologies Supplemental Executive Retirement Plan is attached as Appendix D and incorporated herein for purposes of paying any benefit obligations acquired under that plan, which will be paid hereunder.



This Plan is amended and restated effective January 1, 2005 to comply with section 409A of the Code, to add certain benefits/distribution options for persons in Schedules 1 and 2, and to provide certain additional benefits as described in Appendix F.



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SECTION 2



PLAN NAME



This plan shall be referred to as the ALLIANT TECHSYSTEMS INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan").



SECTION 3



PARTICIPATING EMPLOYEES



3.1. Participating Employees . The individuals eligible to participate in and receive benefits under the Plan ("Participating Employees") are those employees of Alliant Techsystems Inc. and its affiliates:



(a) who are participants in the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any other nonqualified deferred compensation plan maintained by Alliant and its affiliates; or



(b) whose individual employment agreement or other separate written agreement between Alliant (or an affiliate of Alliant) and such employee specifies that such employee is eligible to receive benefits under this Plan; or



(c) who are Participants in one of the Pension Plans (as described in Section 3.2 below) and (i) who are actively employed by Alliant Techsystems Inc. or its affiliates or on approved leave of absence, and (ii) whose benefits under the applicable Pension Plan would be greater if computed without regard to the limits imposed under Code sections 401(a)(17) and 415; or



(d) who are affirmatively selected for participation in this Plan by the Chief Executive Officer ("CEO") of Alliant (or any person authorized to act on behalf of the CEO by the Board of Directors of Alliant Techsystems Inc. (the "Board of Directors") and, for a Section 16 Officer, by the Personnel and Compensation Committee of the Board of Directors).



For purposes of this Plan, a Section 16 Officer is an officer of Alliant (or an affiliate of Alliant) who is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. Notwithstanding anything apparently to the contrary contained in this Plan, the Plan shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by Alliant or any predecessor, successor or affiliate.



Notwithstanding anything apparently to the contrary contained in this Plan, no individual hired or rehired as an employee of Alliant or any of its affiliates on or after January 1, 2007 shall be a Participating Employee with respect to any period of employment beginning on or after January



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1, 2007, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.



3.2. Applicable Pension Plans . For purposes of this Plan, the "Pension Plans" are:



(a) Alliant Techsystems Inc. Pension and Retirement Plan, including the benefit structures under such plan known as the Alliant Techsystems Inc. Retirement Plan, the Alliant Techsystems Inc. Aerospace Pension Plan, the ATK SEG Retirement Plan and the Federal Cartridge Company Pension Plan and the ATK Pension Equity Plan;



(b) Alliant Techsystems Inc. Retirement Income Plan (GOCO), including the benefit structure known as the ATK Pension Equity Plan;



(c) Alliant Lake City Retirement Plan; and



(d) Thiokol Propulsion Pension Plan, including the benefit structure known as the ATK Pension Equity Plan.



3.3. Overriding Exclusion . Notwithstanding anything apparently to the contrary in this Plan or in any written communication, summary, resolution or document or oral communication, no individual shall be a Participating Employee in this Plan, develop benefits under this Plan or be entitled to receive benefits under this Plan (either for the employee or his or her survivors) unless such individual is a member of a select group of management or highly compensated employees (as that expression is used in ERISA). If a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal, determination that an individual is not a member of a select group of management or highly compensated employees (as that expression is used in ERISA), such individual shall not be (and shall not have ever been) a Participating Employee in this Plan at any time. If any person not so defined has been erroneously treated as a Participating Employee in this Plan, upon discovery of such error such person92 s erroneous participation shall immediately terminate ab initio and upon demand such person shall be obligated to reimburse Alliant for all amounts erroneously paid to him or her.



SECTION 4



BENEFITS PAYABLE



4.1. Benefit for Participating Employees



4.1.1. Amount of Benefit . This Plan shall pay to Participating Employees the excess, if any, of



(a) the amount that would have been payable under the applicable Pension Plan if such benefit had been determined:



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(i) without regard to the benefit limitations under section 415 of the Code, and



(ii) without regard to compensation limitation of section 401(a)(17) of the Code, and



(iii) by including in Recognized Compensation, Earnings and Final Average Earnings (as defined under the applicable Pension Plan) amounts not otherwise included because they were deferred at the election of the Participating Employee under the Alliant Techsystems Inc. Nonqualified Deferred Compensation Plan or any other nonqualified deferred compensation plan at the time or times when they would have been included but for such election to defer; and



(iv) as adjusted pursuant to the terms of any employment agreement or any separate written agreement between Alliant (or an affiliate of Alliant) and the Participating Employee; minus



(b) the amount actually paid from the applicable Pension Plan.



Notwithstanding anything to the contrary in the Plan, if the Participating Employee is a Participant in the Alliant Techsystems Inc. Pension and Retirement Plan under the benefit structure formerly known as the ATK SEG Retirement Plan or the Federal Cartridge Company Pension Plan, any service of such Participating Employee before December 7, 2001, shall be disregarded for benefit accrual purposes in determining any excess benefit provided under this Plan.



Notwithstanding anything to the contrary in the Plan, this Plan shall pay to Participating Employees identified on Schedule 1 attached to the Plan who terminate employment at or after age 55 the greater of (i) the amount determined under this Section 4.1.1 or (ii) the amount determined under this Section 4.1.1 as if the applicable Pension Plan were the benefit structure known as the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan.



Notwithstanding anything apparently to the contrary in this Plan, no benefit of a Participating Employee who is a former employee of Alliant or any of its affiliates and who is rehired by Alliant or any of its affiliates on or after January 1, 2007 shall be attributable in whole or in part to employment, services or compensation after such rehire date, except as and in accordance with such terms as may be specified by the Personnel and Compensation Committee of the Board of Directors of Alliant.



4.1.2. Form of Payment .



(a) Except as otherwise provided in this Section 4.1.2, for any Participating Employee who terminates employment and receives or begins to receive benefits under the applicable Pension Plan on or before December 31, 2006, the benefit under this Plan (minus any withholding and payroll taxes



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which must be deducted therefrom) shall be paid to the Participating Employee in the same manner, at the same time, for the same duration and in the same form as if such benefit has been paid directly from the applicable Pension Plan. All elections and optional forms of settlement in effect and all other rules governing the payment of benefits under the applicable Pension Plan shall, to the extent practicable, be given effect under this Plan so that the Participating Employee will receive from a combination of the applicable Pension Plan and this Plan the same benefit (minus the withholding, payroll and other taxes which must be deducted therefrom) which would have been received under the applicable Pension Plan if this Plan benefit had been paid from the applicable Pension Plan.



(b) The provisions of subsection (a) of this Section 4.1.2 shall apply to any Participating Employee who terminated employment before January 1, 2005 and accrued no benefit under this Plan after December 31, 2004, but who does not receive or begin to receive benefits under the applicable Pension Plan on or before December 31, 2006.



(c) Each Participating Employee identified on Schedule 2 attached to this Plan shall be permitted to elect on or before December 31, 2005 to receive benefits under this Plan in the form of a lump sum or any other form of payment available under the applicable Pension Plan. Lump sum payments shall be calculated as of the first day of the month following termination of employment, using the interest rate and mortality table described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment. Such payment shall be or begin to be made on the first day of the seventh month following the month in which the Participating Employee terminates employment if the Participating Employee is a "key employee," within the meaning of section 416(i) of the Code (disregarding section 416(i)(5)), or on the first day of the first month following termination of employment if the Participating Employee is not such a "key employee," but in no event later than the later of (i) the ninetieth day after whichever such date applies, or (ii) the last day of the calendar year in which such date occurs. Lump sum payments to "key employees" shall be credited with simple interest from the first day of the month following termination of employment to the date of payment at the interest rate described in section 417(e) of the Code, as in effect under the Pension Plan on the first day of the month following termination of employment. In the case of payments in a form other than a lump sum, the first such payment to a Participating Employee who is a "key employee" shall include the amounts of the monthly payments for the preceding six months. If a Participating Employee identified in Schedule 2 elects a joint and survivor annuity, and the Participating Employee92s joint annuitant dies before payments begin, amounts otherwise payable as a joint and survivor annuity shall be paid in the form of a single life annuity.



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(d) Each Participating Employee not described in subsections (a), (b) or (c) of this Section 4.1.2, who terminates employment on or before December 31, 2006, shall receive payment of benefits under this Plan in the form of a lump sum on the later of (i) the earliest date after January 1, 2007 on which payment is administratively practicable, or (ii) the first day of the seventh month following termination of employment, but in neither case later than December 31, 2007. Lump sum payments shall be calculated as of January 1, 2007, using the mortality table described in section 417(e) of the Code and an interest rate that is the greater of 6% or the rate described in section 417(e) of the Code, as in effect under the Pension Plan on that date, except that lump sums for Participating Employees covered by the benefit structures known as (A) the Alliant Techsystems Inc. Retirement Plan or the Alliant Techsystems Inc. Pension Equity Plan under the Alliant Techsystems Inc. Pension and Retirement Plan, (B) the Thiokol Pension Equity Plan under the Thiokol Propulsion Pension Plan, or (C) the Alliant Techsystems Pension Equity Plan under the Alliant Techsystems Inc. Retirement Income Plan (GOCO), shall be their Account Balances (as that term is defined under those benefit structures, respectively). Lump sum payments made after J
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