CORDANT TECHNOLOGIES INC.
1999 G R A N T A G R E E M E N T
NONQUALIFIED STOCK OPTION
AGREEMENT, made this ____ day of _______ 199_ between Cordant
Technologies Inc., a Delaware corporation ("Company") and the Employee
("Employee") whose name appears on the Notice of Grant of Stock Option
("Notice of Grant") attached hereto and incorporated by reference herein.
WHEREAS, the Committee (as defined in Section 1.5), has determined
that it would be to the advantage and best interest of the Company and its
stockholders to grant the stock option provided for herein to the Employee
in consideration of Employee's services to the Company or Affiliate and as
an incentive for increased efforts during the Employee's service to the
Company or Affiliate, and has advised the Company thereof and instructed
the undersigned officers to issue said Option;
WHEREAS, the stock option subject to this agreement is granted
pursuant to the terms of the Cordant Technologies Inc. Amended and Restated
1996 Stock Awards Plan or the 1989 Stock Awards Plan as the case may be.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall
have the meaning specified below unless the context clearly indicates to
the contrary. Capitalized terms which are not defined below shall have the
meaning specified in the Plan.
SECTION 1.1 - AFFILIATE
"Affiliate" shall mean any entity in which the Company has a direct or
indirect equity interest which is so designated by the Committee.
SECTION 1.2 - BENEFICIARY
"Beneficiary" shall mean the person or persons properly designated by
the Employee, including his spouse or heirs at law, to exercise such
Employee's rights under the Plan in the event of the Employee's death, or
if the Employee has not designated such person or persons, or such person
or persons shall all have pre-
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deceased the Employee, the executor or administrator of the Employee's
estate. Designation, revocation and redesignation of Beneficiaries must be
made in writing in accordance with rules established by the Committee and
shall be effective upon delivery to the Committee.
SECTION 1.3 - BOARD
"Board" shall mean the Board of Directors of the Company.
SECTION 1.4 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.5 - COMMITTEE
"Committee" shall mean the Committee of the Board appointed as
provided in the Plan.
SECTION 1.6 - COMPANY
"Company" shall mean Cordant Technologies Inc., a Delaware
corporation.
SECTION 1.7 - DATE OF GRANT
"Date of Grant" shall mean the date set forth on the Notice of Grant
on which the Board grants the option hereunder and from which the
Anniversary Date set forth in the Vesting Schedule shall be determined.
SECTION 1.8 - EXCHANGE ACT
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
SECTION 1.9 - OPTION
"Option" shall mean the nonqualified stock option to purchase Common
Stock of the Company granted under this Agreement.
SECTION 1.10- PLAN
"Plan" shall mean either the Cordant Technologies Inc. Amended and
Restated 1996 Stock Awards Plan or the 1989 Stock Awards Plan as set forth
on the face of the Notice of Grant.
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SECTION 1.11 - RULE 16B-3
"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended in the future.
SECTION 1.12 - SECURITIES ACT
"Securities Act" shall mean the Securities Act of 1933, as amended.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION. In consideration of Employee's services to
the Company, or affiliate, as the case may be, Cordant Technologies Inc.
grants to Employee the option to purchase shares of its Common Stock (par
value $1 per share) at a purchase price set forth on the Notice of Grant
attached hereto (the fair market value of such shares on the Date of
Grant), subject to the conditions of this Agreement.
SECTION 2.2 - ADJUSTMENTS IN OPTION. Subject to Section 5.3, in the event
that the Committee determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other
property), a reorganization, recapitalization, spin-off, stock dividend,
stock split, combination, reclassification, reverse stock split, merger,
consolidation, split-up, spin-off, repurchase, liquidation, dissolution, or
sale, transfer, exchange or other disposition of all or substantially all
of the assets of the Company, or exchange of Common Stock or other
securities of the Company, or other similar corporate transaction or event
or other increase or reduction in the number of issued shares of Common
Stock affects the Commons Stock such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available with
respect to the Option, the Committee may, in order to prevent the dilution
or enlargement of rights under awards, make such adjustments in any and all
of the number and type of shares covered by the Option and the exercise
price specified herein as may be determined to be appropriate and
equitable, to the end that after such event the Optionee's proportionate
interest shall be maintained as before the occurrence of such event. Such
adjustment in the Option shall be made without change in the total price
applicable to the unexercised portion of the Option (except for any change
in the aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in the Option price
per share. Any such adjustment made by the Committee shall be final and
binding upon the Employee, the Company and all other interested persons.
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ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY
(a) This Option shall become exercisable (vested) as follows:
OPTION VESTING
SCHEDULE
FIRST BUSINESS DAY FOLLOWING PORTION OF THE OPTION BECOME
THE ANNIVERSARY DATE FROM THE EXERCISABLE
DATE OF GRANT (VESTED) ON SUCH ANNIVERSARY DATE
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One year from date of grant 25 percent
Two years from date of grant 50 percent
Three years from date of grant 75 percent
Four Years from date of grant 100 percent
No fractional share of a vested option is exercisable until such
anniversary date from the date of grant as the remainder of such fractional
share becomes exercisable.
No part of the Option will be exercisable prior to the first
business day following the expiration of one year from the Date of Grant
set forth on the Notice of Grant of Stock attached hereto.
(b) No portion of the Option (including any portion of the Option
not yet vested under Section 3.1(a) which is unexercisable at termination
of employment) shall thereafter become exercisable except with respect to
retirement under Section 3.3(b); death Section 3.3(c); or disability
Section 3.3(d).
SECTION 3.2 - DURATION OF EXERCISABILITY. After any portion of the Option
becomes exercisable pursuant to Section 3.1(a), the Option shall remain
exercisable until it has been exercised or until it becomes unexercisable
under Section 3.3.
SECTION 3.3 - EXPIRATION OF OPTION.
(a) The Option (or any portion of the Option not yet vested under
Section 3.1(a) as the case may be) may not be exercised to any extent by
anyone after the first to occur of the following events ("Expiration
Date"):
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(i) The expiration of ten (10) years from the date the Option
was granted; or
(ii) Except in the event of a Change in Control of the Company as
defined in Section 3.4 below or as otherwise provided
herein, the expiration of three (3) months from the date of
the employee's termination of employment unless such
termination of employment results from Employee's retirement
pursuant to the terms of a pension plan of the Company;
death or permanent and total disability; PROVIDED, HOWEVER,
if during the -------- ------- first two years following a
Change in Control of the Company Employee's, employment
terminates other than pursuant to the terms of a pension
plan of a Company and Employee's Option was exercisable on
the date of termination of Employee's employment, it will
remain exercisable for a period of six months and one day
after termination of Employee's employment, or until the
Expiration Date, whichever occurs first; or
(iii)The effective date of the Committee's action under Section
5.3(ii), (iii) or (iv) (except in the case of an action
providing for assumption of the Option).
(b) If Employee's employment with the Company terminates prior to the
Expiration Date because of Employee's retirement pursuant to the
terms of a pension plan of the Company, the Employee's Option
will remain exercisable until the Expiration Date. Any portion of
the Option not yet vested at the Employee's date of retirement
will automatically vest with the passage of time (as if the
retired Employee had remained actively employed) pursuant to the
Option vesting schedule set forth in Section 3.1(a). In the event
of a retired employees' death prior to the Expiration Date of
this option, this option shall become 100% vested and such
retired Employee's beneficiary shall have two years from the date
of death or the Expiration Date, whichever date is the earliest,
to exercise this option.
(c) If an Employee's employment with the Company terminates prior to
the Expiration Date due to death, the option to the extent not
yet vested shall become 100% vested on the date of death and
shall remain exercisable by such Employee's beneficiary until the
Expiration Date.
(d) If the Employee's employment with the Company terminates prior to
the Expiration Date due to the Employee's permanent and total
disability ("Disability"), such option shall remain exercisable
until the Expiration Date so long as such Disability is
continuing. To the extent such option is not vested on the date
of Disability, the option shall automatically vest with the
passage of time (as if the Disabled Employee has remained
actively employed) pursuant to the vesting schedule in Section
3.1(a). The Committee shall have the sole discretion to determine
if an Employee is
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disabled for the purposes of this option and
such determination shall be binding and conclusive on the
Employee. In the event such Employee ceases to be disabled, this
option shall terminate within three months of the date of
determination by the Committee that such disability no longer
exists or the Expiration Date, whichever date is the earliest to
occur.
SECTION 3.4 - ACCELERATION OF EXERCISABILITY UPON CHANGE IN CONTROL OF THE
COMPANY. Notwithstanding any provision herein to the contrary, to the
extent the Employee's Option has not been exercised previously or any
portion of such Option has not yet vested under Section 3.(a), Employee's
Option shall be exercisable from and after the occurrence of a Change in
Control of the Company; PROVIDED, HOWEVER, that this acceleration of
exercisability shall not take place if this Option becomes unexercisable
under Section 3.3 prior to the occurrence of a Change of Control of the
Company; and PROVIDED, FURTHER, that no Option shall be exercisable by any
Employee who is then subject to Section 16 of the Exchange Act until the
expiration of the period ending six months and one day after the later of
date the Option is granted or deemed regranted. A Change of Control of the
Company shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company, (ii)
any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (iv) any acquisition
by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 3.4; or
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board;
or
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(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE. During Employee's lifetime,
Employee's option is exercisable only by Employee unless it has been
disposed of pursuant to a Qualified Domestic Relations Order ("QDRO").
After the death of the Employee, any exercisable portion of the Option may,
prior to the time when the Option becomes unexercisable under Section 3.3,
be exercised by his Beneficiary.
SECTION 4.2 - PARTIAL EXERCISE. Any exercisable portion of the Option or
the entire Option, if then wholly exercisable, may be exercised in whole or
in part prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3.
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SECTION 4.3 - PROCEDURE FOR EXERCISE. The Option may be exercised with
respect to shares of the Company's Common Stock granted to Employee in the
amount specified ("Option Shares") at any time from the date that any
portion of the Option described in 3.1(a) becomes exercisable pursuant to
Section 3.1(a) or 3.4 until the Option expires pursuant to Section 3.3 by:
(i) delivery of written notification of exercise and payment in full either
in cash or in Common Stock of the Company delivered to the Corporate
Secretary of the Company for all Option Shares being purchased plus the
amount of any federal and state income taxes required to be withheld by
reason of the exercise of Employee's option; and (ii) if requested, within
the specified time set forth in any such request, delivery to the Company
of such written representations and undertakings as may, in the opinion of
the Company's legal counsel, be necessary or desirable to comply with
federal and state tax and securities laws and (iii) a bona fide written
representation and agreement, in a form satisfactory to the Committee,
signed by the Employee or other person then entitled to exercise such
Option or portion, stating that the shares of stock are being acquired for
his own account, for investment and without any present intention of
distributing or reselling said shares or any of them except as may be
permitted under the Securities Act and then applicable rules and
regulations thereunder, and that the Employee or other person then entitled
to exercise such Option or portion will indemnify the Company against and
hold it free and harmless from any loss, damage, expense or liability
resulting to the Company if any sale or distribution of the shares by such
person is contrary to the representation and agreement referred to above.
In the event the Option or portion shall be exercised pursuant to Section
4.1 by any person or persons other than the Employee, appropriate proof of
the right of such person or persons to exercise the Option.
The Committee may, in its absolute discretion, take whatever
additional actions it deems appropriate to insure the observance and
performance of such representations, undertakings and agreements and to
effect compliance with the Securities Act and any other federal or state
securities laws or regulations. Without limiting the generality of the
foregoing, the Committee may require an opinion of counsel acceptable to it
to the effect that any subsequent transfer of shares acquired on an Option
exercise does not violate the Securities Act, and may issue stop-transfer
orders covering such shares. Share certificates evidencing stock issued on
exercise of this Option shall bear an appropriate legend referring to the
provisions of this subsection and the representations, undertakings and
agreements referenced herein.
SECTION 4.4 - SECURITIES LAW RESTRICTIONS. Employee understands and
acknowledges that applicable securities laws govern and may restrict
Employee's right to offer, sell, or otherwise dispose of any Option Shares.
Employee may not offer, sell or otherwise dispose of any Option Shares
unless Employee's offer, sale or other disposition thereof is registered
under the Securities Act of 1933 (the "1933 Act") or an exemption from the
registration requirements of the 1933 Act, such as the exemption afforded
by Rule 144 of the Securities and Exchange Commission ("SEC"), is
available. Employee further understands and acknowledges that one of the
requirements of Rule 144 is that there shall be available adequate current
public information with respect to the Company at the time of the proposed
disposition of the Option Shares, and that the Company is not obligated
hereunder to file reports with the SEC or otherwise make current public
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information available for such purpose or to take any other action to make
available an exemption from the registration requirements of the 1933 Act.
Employee agrees that Employee will not offer, sell or otherwise dispose of
any Option Shares in any manner which would (i) require the Company to file
any registration statement with the SEC; (ii) require the Company to amend
or supplement any registration statement which the Company at any time may
have on file with the SEC; or (iii) violate the 1933 Act, the rules and
regulations promulgated thereunder or any other state or federal law.
SECTION 4.5 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The shares of
stock deliverable upon the exercise of the Option, or any portion thereof,
may be either previously authorized but unissued shares or issued shares
which have then been reacquired by the Company. Such shares shall be fully
paid and nonassessable. The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon
the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental
regulatory body, which the Committee shall, in its sole and absolute
discretion, deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its sole
and absolute discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or other employer corporation) of
all amounts which, under federal, state or local tax law, it is required to
withhold upon exercise of the Option; and
(e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.
SECTION 4.6 - RIGHTS AS STOCKHOLDER. The holder of the Option shall not be,
nor have any of the rights or privileges of, a stockholder of the Company
in respect of any shares purchasable upon the exercise of any part of the
Option unless and until certificates representing such shares shall have
been issued by the transfer agent on behalf of the Company.
ARTICLE V
OTHER PROVISIONS
SECTION 5.1 - ADMINISTRATION. The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and
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application of the Plan as are consistent therewith and to interpret or
revoke any such rules. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and
binding upon the Employee, the Company and all other interested persons. No
member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan
or the Option. In its sole and absolute discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the
Committee under the Plan and this Agreement except with respect to matters
which under Rule 16b-3 or Section 162(m) of the Code are required to be
determined in the sole discretion of the Committee.
SECTION 5.2 - NON-TRANSFERABILITY. Employee's option is personal to
Employee and shall not be transferable by Employee otherwise than by will
or the laws of descent and distribution or pursuant to a QDRO. Neither the
Option nor any interest or right therein or part thereof shall be liable
for the debts, contracts or engagements of the Employee or his successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether
such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect; PROVIDED, HOWEVER, that this
Section 5.2 shall not prevent transfers by will or by the applicable laws
of descent and distribution or pursuant to QDRO.
SECTION 5.3 - CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION
OR LIQUIDATION OF THE COMPANY AND OTHER CORPORATE EVENTS. Subject to the
provisions of this Section 5.3, in the event of any transaction or event
described in Section 2.2, a change in control, or similar transaction by
the Company or any unusual or nonrecurring transactions or events affecting
the Company, any affiliate of the Company, or the financial statements of
the Company or any affiliate, or of changes in applicable laws,
regulations, or accounting principles, if the Committee determines that
such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan or with respect to the Option to facilitate such transactions or
events or to give effect to such changes in laws, regulations or
principles, the Committee in its discretion is hereby authorized to provide
for such terms and conditions as it deems appropriate, by action taken
prior to the occurrence of such transaction or event: (i) for adjustments
to such award in order to prevent the dilution or enlargement of rights
thereunder or to provide for acceleration of benefits thereunder; (ii) for
either the purchase of the Option for an amount of cash equal to the amount
that could have been attained upon the exercise of the Option or
realization of the Participant's rights had such option been currently
exercisable or the replacement of such option, right or award with other
rights or property selected by the Committee in its sole discretion; (iii)
that it cannot be exercised after such event; (iv) that upon such event,
such option, right or award be assumed by the successor or survivor
corporation, or a parent or subsidiary thereof, or shall be substituted for
by similar options, rights or awards covering the stock of the successor or
survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares
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and prices. No adjustment or action described in this Section 5.3 or in any
other provision of the Agreement shall be authorized to the extent that
such adjustment or action would cause the Option to fail to qualify under
Section 162(m), as the case may be, or any successor provisions thereto.
Furthermore, no such adjustment or action shall be authorized to the extent
such adjustment or action would result in short-swing profits liability
under Section 16 or violate the exemptive conditions or Rule 16b-3 unless
the Committee determines that the option or other award is not to comply
with such exemptive conditions.
SECTION 5.4 - SHARES TO BE RESERVED. The Company shall at all times during
the term of the Option reserve and keep available such number of shares of
stock as will be sufficient to satisfy the requirements of this Agreement.
SECTION 5.5 - NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Corporate Secretary, and any notice to be given to the Employee shall be
addressed to him at the address maintained by the Corporation in its
business records. By a notice given pursuant to this Section 5.5, either
party may hereafter designate a different address for notices to be given
to him. Any notice which is required to be given to the Employee shall, if
the Employee is then deceased, be given to the Employee's personal
representative if such representative has previously informed the Company
of his status and address by written notice under this Section 5.5. Any
notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.
SECTION 5.6 - TITLES. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
SECTION 5.7 - NOTIFICATION OF DISPOSITION. The Employee shall give prompt
notice to the Company of any disposition or other transfer of any shares of
stock acquired under this Agreement if such disposition or transfer is made
(a) within two (2) years from the date of granting the Option with respect
to such shares or (b) within one (1) year after the transfer of such shares
to him. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by the Employee in such disposition or
other transfer.
SECTION 5.8 - GOVERNING LAW. This Grant Agreement and the Plan shall be
construed in accordance with and governed by the laws of the State of Utah.
SECTION 5.9 - CONFORMITY TO SECURITIES LAWS. The Employee acknowledges that
the Plan is intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all regulations and
rules promulgated by the Securities and Exchange Commission thereunder,
including without limitation Rule 16b-3. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and the Option is granted and
may be exercised, only in such a manner as to conform to
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such laws, rules and regulations. To the extent permitted by applicable
law, the Plan and this Agreement shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
SECTION 5.10 - AMENDMENTS. This Agreement and the Plan may be amended
without the consent of the Optionee provided that such amendment would not
impair any rights of the Optionee under this Agreement. No amendment of
this Agreement shall, without the consent of the Optionee, impair any
rights of the Optionee under this Agreement.
SECTION 5.11 - CONFORMITY WITH PLAN. Employee's option is intended to
conform in all respects with the Plan, a copy of which is attached hereto.
Inconsistencies between this Grant Agreement and the Plan shall be resolved
in accordance with the terms of the Plan. All definitions stated in the
Plan shall be fully applicable to this Grant Agreement.
SECTION 5.12 - EMPLOYMENT AND SUCCESSORS. Nothing herein or in the Plan
confers any right or obligation on Employee to continue in the employ of
the Company or any Affiliate or shall affect in any way Employee's right or
the right of the Company or any Affiliate, as the case may be, which are
hereby expressly reserved, to terminate Employee's employment at any time.
Employee agrees that Employee is an Employee at will and can be terminated
by the Company or any Affiliate at any time. Nothing herein or in the Plan
is to be interpreted as an express or implied contract of employment. This
Grant Agreement and the Plan shall be binding upon any successor or
successors of the Company.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of this ___day of ______ 199__.
CORDANT TECHNOLOGIES INC. EMPLOYEE
By: __________________________ By:________________________
Vice President and
Corporate Secretary
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