Exhibit 10.2
AGREEMENT AND CONFIRMATION
EFFECTIVE AS OF JUNE 19, 1997
In connection with the Stockholder's Agreement, dated March 15, 1995, and
amended June 19, 1997, between Alliant Techsystems Inc. ("Alliant") and Hercules
Incorporated ("Hercules") (the "Agreement") the parties hereto agree to, approve
and confirm the following:
(1) the nomination and election of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to the Alliant Board of
Directors with such election being effective as of Alliant's 1997 Annual
Meeting of Stockholders;
(2) the Amendment No. 1 to the Stockholder's Agreement, dated March 15, 1995,
between Alliant and Hercules Incorporated, which amendment is effective as
of June 19, 1997;
(3) Section 3(a) of the Agreement provides for Gotham (successor by merger to
Capstay Partners, L.P.) to designate four members of the Alliant Board of
Directors until Alliant's 1998 Annual Meeting of Stockholders; the four
members so designated by Gotham are ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. Nir, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ with ▇▇. ▇▇▇▇ being the fourth member;
(4) Section 3(a) of the Agreement provides for Hercules to designate three
members of the Alliant Board of Directors until Alliant's 1998 Annual
Meeting of Stockholders; the three members so designated by Hercules are R.
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ with ▇▇. ▇▇▇▇▇▇▇
being the third member;
(5) Section 3(a) of the Agreement provides that effective as of Alliant's 1998
Annual Meeting of Stockholders, the number of Board members designated by
Gotham shall be reduced from four to three and those designated by Hercules
shall be reduced from three to two; and
(6) in the event of the reductions contemplated in (iii) above, Messrs. ▇▇▇▇▇▇▇
and ▇▇▇▇ will leave the Alliant Board of Directors or not stand for re-
election as the case may be.
AGREEMENT AND CONFIRMATION
EFFECTIVE AS OF JUNE 19, 1997
Page 2
IN WITNESS WHEREOF, the parties hereto (including Gotham Capital III, L.P.,
successor by merger to Capstay Partners, L.P.) have caused this Agreement and
Confirmation to be duly executed, all as of the date first written above.
ALLIANT TECHSYSTEMS INC. HERCULES INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 6-23-97 By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman, President and Chairman and
Chief Executive Officer Chief Executive Officer
GOTHAM CAPITAL III, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. Nir
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▇▇▇▇▇▇ ▇. Nir
Managing Member
