Shipboard infrared search and track (IRST) systems can detect sea-skimming anti-ship missiles at long ranges. Since IRST systems cannot measure range and velocity, they have difficulty distinguishing missiles from slowly moving false targets and clutter. ARL is developing a ladar based on its patented chirped amplitude modulation (AM) technique to provide unambiguous range and velocity measurements of targets handed over to it by the IRST. Using the ladar's range and velocity data, false alarms and clutter objects will be distinguished from valid targets. If the target is valid, it's angular location, range, and velocity, will be used to update the target track until remediation has been effected. By using an array receiver, ARL's ladar can also provide 3D imagery of potential threats in support of force protection. The ladar development program will be accomplished in two phases. In Phase I, currently in progress, ARL is designing and building a breadboard ladar test system for proof-of-principle static platform field tests. In Phase II, ARL will build a brassboard ladar test system that will meet operational goals in shipboard testing against realistic targets. The principles of operation for the chirped AM ladar for range and velocity measurements, the ladar performance model, and the top-level design for the Phase I breadboard are presented in this paper.