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Separation Agreement & General Release

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Exhibit 10.1


SEPARATION AGREEMENT AND GENERAL RELEASE


This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement"), is made and entered into this 15 day of April, 1998, by and between Donald Willis ("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. You and Alliant have agreed that your employment will conclude 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. 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. Assignment. Beginning April 1, 1998 through May 1, 1998 your job title, base pay and reporting structure will not be changed. Effective May 1, 1998 through March 1, 1999 you will be placed on a special assignment reporting to Alliant's Chief Executive Officer. The terms, conditions and expectations of such special project will be further outlined by the Chief Executive Officer. Your base pay for this period will be that as set forth in paragraph 4(a)(i) below.


2. Termination of Employment. Effective March 1, 1999, the special project to which you are assigned will end and your employment with Alliant will terminate. You will be eligible for and may elect early retirement pursuant to the terms of the Alliant Techsystems Inc. Retirement Plan as of such date. Except as otherwise provided in this Agreement or as set forth in the applicable employee benefit plan document, all privileges of such employment end as of the close of business on that date.


3. Resignation as Officer/Director. Effective as of the close of business May 1, 1998, you voluntarily resign as an Executive Officer of Alliant and as a Director or Officer of Alliant and any of its subsidiaries, joint ventures and affiliates.


4. Payment and Benefits
(a) In connection with your reassignment and resignation, Alliant will provide you the following payments and benefits;


(i) Salary. Your monthly base pay for the period beginning April 1, 1998, and ending May 1, 1998, will remain at Sixteen Thousand Five Hundred One and No/100 dollars ($16,501.00) per month. ALLIANT WILL MAKE THIS PAYMENT TO YOU ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH 14 BELOW. Alliant will withhold required deductions, including deductions for applicable state and federal taxes, social security and all other standard deductions. This amount WILL be considered "Earnings" or "Recognized Compensation" for purposes of Alliant's qualified and non-qualified employee benefit plans.


(ii) Additional Salary. Your monthly base pay for the period beginning May 1, 1998 and ending August 1, 1998 will remain at Sixteen Thousand Five Hundred One and No/100 dollars ($16,501.00) per month. Your monthly base pay for the period beginning August 1, 1998 and ending March 1, 1999 will be Three Thousand Two Hundred Sixty Three and 85/100 dollars


($3263.85) per month. Amounts paid for the period beginning May 1, 1998 and ending March 1, 1999 are equivalent to the benefit you would otherwise be eligible for under the terms of the Alliant Techsystems Inc. Severance Plan ($72,350.00) if you had been laid off effective as of May 1, 1998. ALLIANT WILL MAKE THIS PAYMENT TO YOU ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH14 BELOW. Alliant will withhold required deductions, including deductions for applicable state and federal taxes, social security and all other standard deductions. This amount WILL be considered "Earnings" or "Recognized Compensation" for purposes of Alliant's qualified and non-qualified employee benefit plans.


(iii) MIP. You will be eligible to receive your Management Incentive Plan (MIP) payment for Fiscal Year 1998. Such payment will be based on the performance criteria already agreed upon between you and Alliant prior to the beginning of such Fiscal Year and actual individual, business unit and corporate performance. This amount will be 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, 1998 or thereafter.


(iv) Stock Options. With your continued employment through March 1, 1999, Two Thousand Three Hundred Thirty Four (2,334) stock options from June 1, 1995 will become vested at the normal vesting date of June 1, 1998; One Thousand (1,000) stock options from May 21, 1996 will become vested at the normal vesting date of May 21, 1998; and One Thousand One Hundred Sixty Six (1,166) stock options from May 20, 1997 will become vested at the normal vesting date of May 20, 1998. THESE OPTIONS WILL BECOME VESTED ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH 14 BELOW.


Non-vested stock options shall be forfeited effective on March 1, 1999. Any vested stock options granted on or before December 31, 1994, become forfeited as of March 1, 1999. Any vested stock options granted on or after January 1, 1995, are exercisable for a period which is equal to the lesser of a) three (3) years from your termination date as set forth in paragraph 2, or b) the stock option's normal expiration date, whichever is sooner.


(v) Performance Shares. Since the target performance goal of the 1996 performance share grant, (ESP of 5.00), has been met as of March 31, 1998, and you are two thirds (2/3) of the way through the three (3) year measurement period, two thirds (2/3) of the one thousand two hundred (1,200) shares for Target, which equals eight hundred (800) shares, will be delivered to you as of March 31, 1999. Your 1997 performance shares will be forfeited.


(vi) Executive Outplacement and Job Search/Relocation Expenses. You will be entitled, at the expense of Alliant, to receive reimbursement for outplacement services (from a nationally recognized firm of your selection) and other job search related and/or relocation expenses, up to a total amount, not to exceed 15% of your pre-March 31, 1998 annual base salary, upon presentation of invoice(s) for the costs thereof which are (a) not paid for by a prospective or subsequent employer, and (b) incurred prior to December 31, 1999. ALLIANT WILL MAKE THIS SERVICE AVAILABLE TO YOU ONLY ON THE CONDITION THAT YOU HAVE NOT EXERCISED YOUR RIGHT TO REVOKE OR RESCIND THIS AGREEMENT PURSUANT TO PARAGRAPH 14 BELOW.


(vii) Executive Life Insurance. The Executive Life Insurance Plan in which you are currently covered will be continued at its current amount and under its current terms through March 1, 1999, and Alliant will not maintain it in effect thereafter. It is understood that the policy


will be transferred to you on such date and any cash surrender value remaining on March 1, 1999 will be transferred to you and will be grossed u
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