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 Xxxx Xxxxx
Xxxxxx (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 monthly amount payable from the Aerospace
Retirement Plan or other qualified defined benefit retirement
plan of the Company in which the Executive may become a
participant, assuming that such payment commences on the
termination date and benefits are to be paid in the form of a
single life only annuity without survivor benefits;
(C) The monthly amount payable from the Executive's
United States military retirement or pension plans, assuming
the form of such benefit as in effect as of the Effective
Date;
(ii) In the event the Company terminates the Executive's
employment without Cause, the Executive terminates his employment for
Good Reason as defined in Section 4(b)(ix) below (other than a
Qualifying Termination, as defined in the Company's Income Security
Plan), or the Executive's employment is terminated as a result of the
Executive's death or Disability prior to the Expiration Date, the
Executive will commence to receive retirement benefits described under
Section 4(b)(i) upon such termination but the Executive's age shall be
determined as if the Executive had reached the age the Executive would
have reached on the Expiration Date;
(iii) In the event the Company terminates the Executive's
employment for Cause during the Term of Employment, the Executive shall
not be entitled to receive the amounts described in Section 4(b)(i) and
all such amounts shall be forfeited;
(iv) In the event the Executive terminates his
employment for other than Good Reason prior to April 1, 2002, the
Executive shall not be entitled to receive the amounts described in
Section 4(b)(i) and all such amounts shall be forfeited;
(v) If the Executive terminates his employment for
other than Good Reason following March 31, 2002, but prior to the
Expiration Date, the Executive will receive retirement benefits
described in Section 4(b)(i) based on the Executive's age as of such
date of termination;
(vi) If, upon the mutual agreement of the Company and
the Executive, the Expiration Date of this Agreement is extended
beyond the Expiration Date of March 31, 2003, the Executive's
employment is terminated by the Company without Cause or is
automatically terminated upon such extended expiration date, or the
Executive terminates his employment for Good Reason (other than a
Qualifying Termination, as defined in the Company's Income Security
Plan) or as a result of the Executive's death or Disability, and the
Executive has reached 63 years of age upon such termination date,
the Executive will receive retirement benefits described under
Section 4(b)(i) based on the assumption that the Executive had
reached 65 years of age upon such termination date;
(vii) In the event of a Qualifying Termination, as
defined in the Company's Income Security Plan, the Executive will
receive retirement benefits described in Section 4(b)(i),
incorporating any provisions of the Income Security Plan that may
affect the determination of such amounts, and such amounts will
become payable to the Executive in a single lump sum, utilizing the
same assumptions necessary for making such determinations as set
forth in the Aerospace Retirement Plan as in effect immediately
prior to the Change of Control, as defined in the Company's Income
Security Plan;
(viii) Except as provided in Section 4(b)(vii) or as
otherwise elected by the Executive pursuant to this Section
4(b)(viii), the retirement benefits described in this Section 4(b)
shall be paid as follows: (a) forty-nine percent (49%) of the total
amount payable shall be paid as a monthly and 50% joint and survivor
annuity benefit in accordance with the terms and conditions of the
Aerospace Retirement Plan and (b) the remaining fifty-one percent
(51%) shall be payable in a single lump sum, utilizing the same
assumptions necessary for making such determinations as set forth in
the Aerospace Retirement Plan. However, the Executive may elect, at
least one year prior to the time at which the Executive is entitled
to receive such benefits, to receive such benefits hereunder in any
other actuarial equivalent form of benefits, including one hundred
percent (100%) of the total amount in a single lump sum, utilizing
the same assumptions necessary for making such determinations as set
forth in the Aerospace Retirement Plan;
(ix) For purposes of this Agreement, "Good Reason"
shall mean:
(A) CHANGE OF COMPENSATION. A reduction by the
Company in the Executive's annual base salary or target annual
incentive bonus (as in effect on the Effective Date of this
Agreement or as such amounts may have been increased from time
to time) or the aggregate dollar value of the Executive's
Stock Award or Performance Cash Award, as those terms are
defined in the Income Security Plan, (determined in accordance
with the Company's policies and procedures based on the
Executive's annual base salary and award parameters in effect
on the Effective Date of this Agreement or as such amounts may
have been increased from time to time), below the rate or
value thereof, or the failure by the Company to continue the
Executive's eligibility in any welfare benefits or retirement
plans in which the Executive was participating on the
Effective Date or such later date unless such welfare benefits
or retirement plans are terminated by the Company in their
entirety, and the elimination of eligibility affects all
exempt employees, or the Executive is permitted to participate
in other plans providing the Executive with materially
comparable welfare benefits and in materially comparable
retirement plans; or
(B) CHANGE OF LOCATION. The Company requiring the
Executive to be based anywhere other than the Executive's work
location on the Effective Date, as it may be changed
thereafter with the Executive's consent, or a location within
fifty (50) miles from such location; unless such relocation is
agreed to in writing by both the Company and the Executive, or
is otherwise permitted by the terms of this Agreement; or
(C) CHANGE OF POSITION. The assignment to the
Executive of any duties inconsistent in any respect with the
Executive's position (including status, offices, titles and
reporting requirements), authority, duties or
responsibilities, or any other action by the Company which
results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive.
A termination pursuant to this Section 4(b)(ix) shall not be deemed a
termination for Good Reason unless the Company receives written notice of
such termination from the Executive within sixty (60) days after the
occurrence of the events constituting the Executive's reason for such
termination and the Company does not within thirty (30) days after receipt of
such notice cure the stated reason therefor.
(c) The Executive, in his reasonable discretion, is authorized to
participate in the Company's flexible Perquisite Program, which includes
reasonable expenditures such as first class airfare upgrades, airline club
memberships, staff entertainment, spousal travel, the purchase or lease of an
automobile, a home security system and a home computer. Under the Program,
the Company will reimburse the Executive quarterly for reasonable expenses
incurred by the Executive in furtherance of the Company's business, provided
that (i) the Company shall not reimburse the Executive for expenses to the
extent of any income tax benefit realized by the Executive with respect
thereto, (ii) amounts payable under this subsection (c) shall not exceed a
total of $20,000 per annum (or other amount as may be determined by the
Personnel and Compensation Committee) and (iii) such expenses are incurred in
accordance with policies of the Company as they may exist from time to time,
and submission to the Company of adequate documentation in accordance with
federal income tax regulations and administrative pronouncements.
(d) The Company will pay up to $10,000 during any calendar year
during the Term of Employment (such amount to be prorated in the case of a
partial calendar year) for financial counseling services for the Executive.
The Company will also pay to the Executive an amount (if any) which is
necessary to put the Executive in the same position with respect to his total
federal, state and local income liability as he would have been in had the
payments under this paragraph (d) not been made.
5. RELOCATION EXPENSES. In connection with the Executive's employment
by the Company:
(a) The Company shall pay 100% of the Executive's reasonable costs
in moving the Executive, his family and possessions from the Executive's home
in Minneapolis, Minnesota area beginning after March 31, 2002, to a home
selected by the Executive anywhere in the continental United States. All
payments pursuant to this paragraph (a) shall be increased to the extent
necessary so that the amount received by the Executive net of all applicable
federal, state and local taxes is equal to the cost or expense being
reimbursed.
(b) The Company shall reimburse the Executive for real estate
commissions and other reasonable closing costs and reasonable attorney's fees
customarily borne by sellers in connection with the sale of the Executive's
home in the Minneapolis, Minnesota area after March 31, 2002, and pay the
Executive the difference between the sale price of such home and the
Executive's original purchase price (if higher).
(c) Alternatively to (b) above, at the option of the Executive, the
Company will purchase the Executive's existing home in the Minneapolis,
Minnesota area. Under this paragraph (c), the purchase price of the
Executive's
home shall be the greater of an amount determined according to the Company's
Home Purchase Option Program, or the Executive's original purchase price.
6. TERMINATION.
(a) GENERAL. The Executive's employment hereunder shall
automatically terminate on the earlier of his death or the Expiration Date.
The Executive may, at any time prior to the Expiration Date, terminate his
employment hereunder for any reason by delivering a Notice of Termination
(defined below) to the Board. The Company may, at any time prior to the
Expiration Date, terminate the Executive's employment hereunder for any
reason by delivering a Notice of Termination to the Executive, PROVIDED that
in no event shall the Company be entitled to terminate the Executive's
employment prior to the Expiration Date unless the Board shall duly adopt by
the affirmative vote of a least a majority of the entire membership of the
Board, a resolution authorizing such termination and stating whether such
termination is for Cause (defined below). As used in this Agreement, "Notice
of Termination" means a notice in writing purporting to terminate the
Executive's employment in accordance with this Section 6, which notice shall
(i) specify the effective date of such termination (not prior to the date of
such notice) and (ii) in the case of a termination by the Company for Cause
or Disability or a termination by the Executive for Good Reason or
Disability, set forth in reasonable detail the reason for such termination
and the facts and circumstances claimed to provide a basis for such
termination.
(b) AUTOMATIC TERMINATION ON EXPIRATION DATE OR DEATH. In the event
the Executive's employment hereunder shall automatically terminate on the
Expiration Date or as a result of the Executive's death, the Executive shall
only be entitled to receive, to the extent applicable, (i) all unpaid
compensation accrued as of the termination date pursuant to Section 3 hereof,
(ii) all unused vacation time accrued by the Executive as of the termination
date, (iii) all amounts owing to the Executive under Sections 4(b) and 4(c)
hereof and (iv) those benefits under Section 4 which are required under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other laws. The amounts described in clauses (i), (ii) and (iii) of the
foregoing sentence shall be paid to the Executive in a lump sum payment
promptly after the Expiration Date or such termination date.
(c) TERMINATION BY COMPANY FOR CAUSE. If the Company terminates the
Executive's employment for Cause, the Executive shall only be entitled to
receive the compensation and other payments described in paragraph (b) above,
such compensation and other payments to be paid as if the Executive's
employment had automatically terminated without the giving of any Notice of
Termination. As used in this Agreement "Cause" shall mean (i) any material
failure of the Executive to perform his duties specified in Section 2 of this
Agreement (other any such failure resulting from the Executive's incapacity
due to Disability) after written notice of such failure has been given to the
Executive by the Board and such failure shall have continued for 30 days
after receipt of such notice, (ii) gross negligence or willful or intentional
wrongdoing or misconduct, (iii) a material breach by the Executive of any
confidentiality or non-competition agreement between the Executive and the
Company, or (iv) conviction of the Executive of a felony offense or a crime
involving moral turpitude.
(d) TERMINATION FOR DISABILITY. If the Executive's employment is
terminated by either the Company or the Executive on account of Disability
(defined below), the Executive shall only be entitled to receive the
compensation and other payments described in paragraph (b) above, such
compensation and other payments to be paid as if the Executive's employment
had automatically terminated without the giving of any Notice of Termination.
In addition, the Company shall provide the Executive such other disability
benefits as may hereafter be provided by the Company in accordance with its
policies, as they may exist from time to time. As used herein, "Disability"
means any physical or mental condition of the Executive that (i) prevents the
Executive from being able to perform the services required under this
Agreement, (ii) has continued for at least 180 consecutive days during any
12-month period and (iii) is reasonably expected to continue.
(e) TERMINATION UPON CHANGE OF CONTROL. If the Executive's
employment terminates either by the Company or by the Executive subsequent to
a Change of Control, as defined in the Company's Income Security
Plan, the Company shall pay the Executive the compensation and other
payments, including vesting of restricted shares and stock options, described
in the Plan.
7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of
its affiliated companies and for which the Executive may qualify, nor shall
anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other agreements with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Company or any of its affiliated companies at or subsequent to the date of
termination of the Executive's employment under this Agreement shall be
payable in accordance with such plan or program.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Minnesota. Venue and
jurisdiction of any act or omission relating to this Agreement shall lie in
Hennepin County, Minnesota.
9. NOTICE. Any notice, payment, demand or communication required or
permitted to be given by this Agreement shall be deemed to have been
sufficiently given or served for all purposes if delivered personally or if
sent by registered or certified mail, return receipt requested, postage
prepaid, addressed to such party at its address set forth below such party's
signature to this Agreement or to such other address as has been furnished in
writing by such party for whom the communication is intended. Any such notice
be deemed to be given on the date so delivered.
10. SEVERABILITY. In the event any provisions hereof shall be modified
or held ineffective by any court, such adjudication shall not invalidate or
render ineffective the balance of the provisions hereof.
11. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement
between the parties with respect to the employment of the Executive by the
Company and supersedes any and all other agreements, oral or written, between
the parties.
12. AMENDMENT AND WAIVER. This Agreement may not be modified or amended
except by a writing signed by the parties hereto. Any waiver or breach of any
of the terms of this Agreement shall not operate as a waiver of any other
breach of such terms or conditions, or any other terms or conditions, nor
shall any failure to enforce any provisions hereof operate as a waiver of
such provision or any other provision hereof.
13. ASSIGNMENT. This Agreement is a personal employment contract and the
rights and interests of the Executive hereunder may not be sold, transferred,
assigned or pledged. The Company may assign its rights under this Agreement
to (i) any entity into or with which the Company is merged or consolidated or
to which the Company transfers all or substantially all of its assets or (ii)
any entity, which at the time of such assignment, controls, is under common
control with, or is controlled by the Company, PROVIDED that the Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance reasonably
acceptable to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if such succession had not taken place.
14. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the Executive and his heirs, executors, administrators and legal
representatives. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above and intend that this Employment Agreement have the
effect of a sealed instrument.
Date: 22 March 2001 /s/ Xxxx Xxxxx Xxxxxx
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Xxxx Xxxxx Xxxxxx
Date: 30 March 2001 ALLIANT TECHSYSTEMS INC.
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By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: VP & General Counsel
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