Exhibit 10.3
SEPARATION AGREEMENT AND GENERAL RELEASE
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This Separation Agreement and General Release (Agreement), is made and entered
into this day of 30 September 1999, by and between Xxxx X. Xxxxxx ("you"), a
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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 the termination of your employment,
Alliant has agreed to provide you with certain payments 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. Termination of Employment.
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(a) Effective as of the close of business on December 31, 1999:
(i) you will no longer be an employee of Alliant and, except as otherwise
set forth in this Agreement, or as set forth in the applicable
employee benefit plan, all of your privileges as an Alliant employee
will end; and
(ii) you acknowledge and agree that you voluntarily resign from the office
of Vice President - Tax and Investments of Alliant.
(b) Effective as of the close of business on September 30, 1999:
(i) except as otherwise set forth in this Agreement or as otherwise
mutually agreed between you and Alliant, you will cease to have any
signature authority or management authority previously delegated to
you as an employee of Alliant; and
(ii) you acknowledge and agree that you voluntarily resign as Vice
President and Treasurer of Alliant International Holdings Inc. and as
a director of Alliant Techsystems Foreign Sales Corporation B.V.
2. Payments.
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(a) In connection with your termination of employment, Alliant will provide you
the following payments and benefits:
(i) Weekly Severance. Alliant will pay to you the sum of $30,001.85
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as Severance Payments. This severance amount will be paid in
accordance with Alliant's normal payroll disbursements beginning
on October 1, 1999 and ending December 31, 1999. 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 Non-Severance Payment. Alliant will pay to you an
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additional sum of $15,000.00: This amount will be paid to you on
or about December 31, 1999. 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) Executive Outplacement Services. You will be entitled, at the
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expense of Alliant, to receive outplacement services (from a
nationally recognized firm of your selection), up to a total
amount, not to exceed 15% of your annual base salary, which amount
is calculated to be $19,500.00, upon presentation of an invoice
for the costs thereof which are (a) not paid for by a prospective
or subsequent employer, and (b) incurred prior to January 31,
2000.
(iv) Accrued but Unused Vacation. As soon as administratively
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feasible after your Lay Off date (September 30, 1999) as set forth
above, or as dictated by state law, Alliant will pay to you any
amount owed to you of accrued and unused vacation. This sum will
be paid regardless of whether you execute this Agreement. Vacation
time will not be earned or accrued during the period October 1
through December 31, 1999.
(v) Employee Benefit Plans. Your rights to benefits under all
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other Alliant employee benefit plans will be governed by the terms
of such plans.
(vi) MIP. You will be eligible to receive a Management Incentive
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Plan (MIP) payment for the 6 Month Portion of Fiscal Year 2000
that you were an active employee, i.e., the period from April 1,
1999 through September 30, 1999. Such payment will be based on the
performance criteria already agreed upon between you and Alliant
prior to the beginning of such 2000 Fiscal Year and actual
individual 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.
(vii) Stock Option. Non-vested stock options shall be forfeited
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effective on you termination date. Vested stock options 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 1,
or b) the stock option's normal expiration date, whichever is
sooner. You have 6,499 vested options.
(viii) Performance Shares. Performance Shares covered by the May 10,
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1999 letter from Xxxx Xxxxx Xxxxxx are canceled.
(ix) Executive Life Insurance. The Executive Life Insurance Plan in
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which you are currently covered will be continued at its current
amount and under its current terms through December 31, 1999, and
Alliant will not maintain it in effect thereafter. It is
understood that the policy shall be transferred to you on such
date but that any cash surrender value remaining on December 31,
1999 will not be transferred to you.
(x) Income Security Plan. As of the date hereof, you waive any and
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all right to receive payments and/or benefits under, and release
Alliant from any and all obligation to you under, Alliant's Income
Security Plan (the "Income Security Plan"), and agree that you
shall not be deemed a Participant (as defined in the Income
Security Plan) for any purpose.
(xi) Financial Planning. You will continue to be eligible to
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receive benefits under the ATK Financial Planning Program until
December 31, 1999.
(b) Except as provided above, or as provided in Attachment 1 or as provided in
a Consulting Agreement to be entered into effective January 1, 2000, 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. You acknowledge that you
are not entitled to the payment in paragraph 2(a)(i) and (ii) above unless
you sign this Agreement and that Alliant has agreed to provide this payment
solely as consideration for your signing this Agreement.
3. Your Death. Alliant agrees that the compensation described in paragraph
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2(a)(i) and (ii) above will be paid to your estate in the event of your death,
on the condition that you have signed this Agreement and have not exercised your
right to rescind.
4. Unemployment Compensation. Alliant agrees not to challenge your
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entitlement to unemployment compensation benefits as provided by law.
5. Attorneys' Fees and Expenses. You agree that you are responsible for
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payment of all of your own attorneys' fees and expenses incurred in conjunction
with the review of this Agreement and resolution of any and all claims you may
have against Alliant.
6. Confidential Information. You acknowledge that in the course of your
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employment with Alliant or any of its predecessor companies, you have had access
to confidential information and trade secrets relating to business affairs of
Alliant and/or its predecessor or related companies and entities. You agree that
you will maintain the confidentiality of Alliant's confidential information
and/or trade secrets. You agree that at no time following your execution of this
Agreement, will you disclose or otherwise make available to any person, company
or other party confidential information or trade secrets. This Agreement shall
not limit any obligations you have under any other Alliant confidentiality
agreement or applicable federal or state law.
7. Return of Alliant Property. You acknowledge that prior to your last day of
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active employment, you will return all property owned by Alliant which is in
your possession, including, but not limited to, any company credit card (or
credit card on which Alliant is a guarantor), computer, telephone, pager, fax or
printer. Further, you agree to repay to Alliant the amount of any permanent or
temporary advances previously made to you by Alliant which remain outstanding
and any balance owing on any credit cards of any moneys due and owing Alliant or
for which Alliant is a guarantor.
8. Release. You fully release and discharge the companies and individuals
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listed below from all liability for damages or claims of any kind arising out of
any action, inaction, decision, or event occurring through the date of your
execution of this Agreement:
. Alliant, and its predecessor companies; . Alliant's current and
. All companies owned by, connected with, former Directors, Officers,
or affiliated with Alliant; and Managers, Employees Agents,
Insurers, Counsel, and
Shareholders.
You understand that you are giving up any and all manner of actions or
causes of actions, suits, debts, claims, complaints, or demands of any kind
whatsoever, whether direct or indirect, fixed or contingent, known or unknown,
in law or in equity, that you have or may have for claims arising under or based
on, but not limited to, the:
. Minnesota Human Rights Act, Minn. Stat. (SS) . Family and Medical Leave Act, 29 U.S.C. (SS) 2601, et seq.;
363.01, et seq. or any other similar state statute . National Labor Relations Act, 29 U.S.C. (SS) 151, et seq.;
applicable in your state of residence; . Occupational Safety and Health Act, 29 U.S. C. (SS) 651, et
. Age Discrimination in Employment Act, 29 U.S.C. (SS) seq.;
621, et seq., as amended by the Older Workers . Rehabilitation Act, 29 U.S.C. (SS) 701 et seq.;
Benefit Protection Act; . Title VII, as amended by the Civil Rights Act of 1991, 42 U.S.C
. Americans with Disabilities Act, 42 U.S.C. (SS) (SS) 2000e, et seq.;
12101, et seq.; . Worker Adjustment and Retaining Notification Act of 1988, 29
. Employee Retirement Income and Security Act, 29 U.S.C. (SS) 2101, et seq.; or
U.S.C. (SS) 1001, et seq.; . Any other federal, state or local law, including any attorneys'
. Fair Labor Standards Act, 29 U.S.C. (SS) 201, et seq.; fees that could be awarded in connection with these or any
other claims.
You further understand that this Agreement extends to, but is not limited
to, all claims that you have or may have in contract or tort theories. This
includes, but is not limited to, the following potential claims:
. Wrongful discharge, or wrongful discharge in . Retaliation, or intentional or negligent infliction of
violation of public policy; emotional distress;
. Breach of contract, breach of an express or implied . Defamation (including all forms of libel, slander, and
promise, breach of the implied covenant of good self-defamation);
faith and fair dealing, or breach of fiduciary duty; . Negligent hiring, retention or supervision; and/or
. Interference with contractual relations; . Any other claim otherwise based on any theory, whether
. Promissory estoppel; developed or undeveloped, arising from or related to your
. Breach of employee handbooks, manuals or other policies; employment or the termination of your employment with Alliant,
. Assault or battery; or any other fact or matter occurring prior to your execution
. Intentional or negligent misrepresentation, or of this Agreement.
fraud;
You further agree that you will not institute any claim for damages,
or any other relief, nor request any other party or entity, to institute any
claim for damages on your behalf. You understand that you waive your right to
money damages or other legal or equitable relief awarded as a result of any
claim filed on your behalf by any other person, entity or governmental agency.
9. Consideration Period. You have been informed that the terms of this
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Agreement shall be open for consideration by you for a period of at least forty
five (45) calendar days after the date set forth above, during which time you
may consider whether or not to accept this Agreement and seek legal counsel to
advise you of your rights. You agree that changes to this Agreement, whether
material or immaterial, will not restart this acceptance period. You further
understand that you are not required to take the entire forty five (45) day
period to decide whether you wish to execute the Agreement and that you may do
so on an accelerated basis without prejudice to your own or Alliant's rights
under this Agreement.
10. Right to Rescind. You understand that you have the right to rescind this
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Agreement for any reason by informing Alliant of your intent to rescind this
Agreement within fifteen (15) calendar days after you sign it. You understand
that this Agreement will not become effective or enforceable unless and until
you execute the Agreement and the applicable rescission period has expired. Any
such rescission must be in writing and hand-delivered to the person listed below
or, if sent by mail, must be received by such person within the applicable time
period, sent by certified mail, return receipt requested, and addressed as
follows:
Xxxxx Xxxxxxxxx, XX00-0000
Alliant Techsystems
000 0/xx/ Xxxxxx XX
Xxxxxxx, XX 00000
In the event that you effectively rescind the Agreement, neither you nor Alliant
will have any rights or obligations whatsoever under this Agreement. Any
rescission, however, does not affect your termination of employment from
Alliant, effective as of the date set forth in paragraph 1.
11. Effective Date. This Agreement does not become effective until sixteen
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(16) calendar days after you sign it and return it to the person named above and
then only if it has not been rescinded by you under the procedures of paragraph
10.
12. No Admission. This Agreement is not an admission by Alliant that any of
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its actions or inactions are unjustified, unwarranted, discriminatory, wrongful
or in violation of any federal, state or local law and this Agreement shall not
be interpreted as such. Alliant disclaims any liability to you or any other
person on the part of itself and/or its current or former directors, officers,
employees, representatives, and agents. You agree and acknowledge that this
Agreement shall not be interpreted to render either party to be a prevailing
party for any purpose including, but not limited to, an award of attorney's fees
under any statute or otherwise.
13. Effect of Breach. In the event that you breach any provision of this
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Agreement, Alliant will have no further obligations under paragraph 2(a)(i) and
(ii) of this Agreement. You agree that in the event of your breach Alliant will
be entitled to repayment of all moneys paid to you under such section together
with the attorneys' fees and costs incurred to collect the money and to seek
injunctive relief.
14. No Adequate Remedy. You agree that it is impossible to measure in money
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all of the damages which will accrue to Alliant by reason of your breach of any
of your obligations under this Agreement. Therefore, if Alliant shall institute
any action or proceeding to enforce the provisions hereof, you hereby waive the
claim or defense that Alliant has an adequate remedy at law, and you shall not
raise in any such action or proceeding the claim or defense that Alliant has an
adequate remedy at law.
15. No Assignment. This Agreement is personal to you and may not be assigned
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by you.
16. Enforceable Contract. This Agreement shall be governed by the laws of the
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State of Minnesota. If any part of this Agreement is construed to be in
violation of any law, such part shall be modified to achieve the objective of
the parties to the fullest extent permitted and the balance of this Agreement
shall remain in full force and effect.
17. Entire Agreement. You agree that this Agreement contains the entire
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agreement between you and Alliant with respect to the subject matter hereof and
there are no promises, undertakings or understandings outside of this Agreement,
except with respect to your continued requirement to not reveal confidential,
secret or top secret information, patent, trademark or similar matters and as
specifically set forth herein. This Agreement supersedes all prior or
contemporaneous discussions, negotiations and agreements, whether written or
oral, except as specifically set forth herein. Your right to payments or
employee benefits from Alliant are specified exclusively and completely in this
Agreement. Any modification or addition to this Agreement must be in writing,
signed by an officer of Alliant and you.
18. Acknowledgment. You affirm that you have read this Agreement, and have had
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adequate time to consider the terms of the Agreement. Further, you have been
advised that you should consult with an attorney prior to signing this
Agreement. You acknowledge that the provisions of this
Agreement are understandable to you and to the extent that you have not
understood any section, paragraph, sentence, clause or term, you have taken
steps to ensure that it was explained to you. You have entered into this
Agreement freely and voluntarily.
IN WITNESS WHEREOF, the parties have executed this Agreement by their signatures
below.
Employee -
Dated: September 30, 1999 Xxxx X. Xxxxxx - [social security
number]
/s/ Xxxx X. Xxxxxx
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Your signature
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HR Administrator -
Dated: September 30, 1999 Alliant Techsystems Inc.
Xxxxxx X. Xxxxxxxxx /s/ RG /s/ Xxxxx X. Xxxxxx
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(Print name) Signature
Vice President & CFO
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Title
Attachment 1
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[This agreement, which is intentionally omitted, provides Xx. Xxxxxx with the
opportunity to earn incentive compensation aggregating up to a maximum of
$262,000 if certain predetermined results are achieved in connection with
projects assigned to Xx. Xxxxxx. Any such incentive compensation will be paid
within 60 days of achieving the predetermined results, and will not be
considered "Earnings" or "Recognized Compensation" for purposes of the
registrant's qualified and non-qualified employee benefit plans.]
