ORBITAL SCIENCES CORPORATION NONSTATUTORY STOCK OPTION NONSTATUTORY STOCK OPTION AGREEMENT
Exhibit (d)(2)
ORBITAL SCIENCES CORPORATION
NONSTATUTORY STOCK OPTION
NONSTATUTORY STOCK OPTION
Pursuant to the 1997 Stock Option and Incentive Plan (the “Plan”) of ORBITAL SCIENCES
CORPORATION (the “Company”), the Company has granted a nonstatutory stock option to [ ]
(the “Optionee”) to purchase shares of its Common Stock, par value $0.01 per share, thereby
affording the Optionee an opportunity to acquire a proprietary interest in the Company and to share
in its success as a stockholder, with the added incentive to work effectively for and in the
interest of the Company. The Company and Optionee desire to enter into this Agreement to evidence
the terms of such option to the extent such terms are not otherwise set forth in the Plan, all
relevant terms of which are incorporated by reference herein.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Acknowledgment of Grant. The Company hereby acknowledges that it has granted on [ ] (the “Grant Date”) to the Optionee, on the terms and subject to the conditions
specified in the Plan and in this Agreement, an option (the “Option”) to purchase (___)
shares of the Company’s Common Stock (the “Option Shares”) for the price of ___and ___/l00 Dollars
($ ) per share.
2. Term. Unless sooner terminated as provided in the Plan, the Option shall expire at
midnight of the day preceding the sixth anniversary of the Grant Date.
3. Exercise. Subject to the other provisions of the Plan and of this Agreement, the
Option shall become exercisable only to the extent one-third (1/3) of the Option Shares on the
Grant Date, and, thereafter, to the extent of an additional one-third (1/3) of the Option Shares on
[Month, Day], [2005] and the remaining one-third
(1/3) of the Option Shares on [Month, Day], [2006].
The Option may be exercised by written notice delivered to the Secretary of the Company at its
principal place of business, specifying the number of Option Shares to be purchased and signed by
the person exercising the Option, and accompanying payment of the exercise price in the form of (a)
a cashier’s check made payable to the Company; (b) shares of the Company’s Common Stock to which
the Optionee has a right (unless the Company’s Board of Directors or its designated committee has
determined that payment in the form of shares is not permitted); (c) in accordance with a so-called
cashless exercise plan established with a securities brokerage form, or (d) by any combination of
the aforementioned permissible forms of payment. The Option shall be deemed to have been exercised
on the date of receipt by the Secretary of (i) the written notice; and (ii) payment for the Option
Shares. Unless the Option Shares received upon exercise have been registered under the Securities
Act of 1933, as amended (the “1933 Act”), and under applicable blue sky laws, certificates
representing such Option Shares shall bear an appropriate legend in accordance with the securities
law restrictions set forth in Section 5 of this Agreement.
4. Restrictions. The Option shall not be transferable otherwise than by will or the
law of descent and distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.
5. Forfeiture. In the discretion of the Board, the Optionee’s rights with respect to
the Option granted pursuant to this Agreement may be forfeited and terminated for “cause.” “Cause”
shall include engaging in an activity that is detrimental to the Company including, without
limitation, criminal activity, failure to carry out the duties assigned to the Optionee as a result
of incompetence or willful neglect, conduct casting such discredit on the Company as in the opinion
of the Board justifies termination or forfeiture of the Option, or such other reasons, including
the existence of a conflict of interest, as the Board may determine. “Cause” is not limited to
events that have occurred prior to the Grantee’s termination of service, nor is it necessary that
the Board’s finding of “cause” occur prior to such termination.
6. Securities Law Compliance. The Company shall not be obligated to register any of
the Option Shares under the 1933 Act or to seek an exemption from the registration requirements of
the 1933 Act with respect to exercise of the Option. The Optionee understands that the Optionee
may not be permitted to exercise the Option if, at the time of the desired exercise, no
registration of the Option Shares under the 1933 Act shall be effective and current and if no
exemption from the registration requirements of the 1933 Act shall be available with respect to
such exercise. The Optionee also understands that applicable securities laws may restrict the
right of the Optionee to dispose of any Option Shares which the Optionee may acquire and may govern
the manner in which such Option Shares may be sold. The Optionee shall not offer, sell or
otherwise dispose of any of the Option Shares in any manner which would (a) require the Company to
file any registration statement with the Securities and Exchange Commission; (b) require the
Company to amend or supplement any registration statement that the Company may at any time have on
file with the Securities and Exchange Commission; or (c) violate the 1933 Act or any other state or
federal law.
7. General Provisions. Nothing herein shall be construed to obligate the Company to
retain the Optionee in its employ or on any Board of Directors. This Agreement shall be binding
upon, and shall inure to the benefit of, any successor or successors to the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Granting Date.
ORBITAL SCIENCES CORPORATION
By
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By | |||||||||
| Chairman and Chief Executive Officer |
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