THIOKOL CORPORATION
G R A N T A G R E E M E N T
Incentive Stock Option
Amended and Restated June 16, 1997
AGREEMENT, made this 26th day of August 1997 between Thiokol
Corporation, a Delaware corporation ("Company" and Employee whose name
appears on the Notice of Grant of Stock attached hereto ("Employee").
WHEREAS, the Committee (as defined in Section 1.4), 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 a Company
Subsidiary and as an incentive for increased efforts during the Employee's
service to the Company or a Company Subsidiary, 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 Thiokol Corporation 1996 Stock Awards Plan
dated August 15, 1996.
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 - 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-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.
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Section 1.2 - Board
-------------------
"Board" shall mean the Board of Directors of the Company.
Section 1.3 - Code
------------------
"Code" shall mean the Internal Revenue Code of 1986, as amended.
Section 1.4 - Committee
-----------------------
"Committee" shall mean the Committee of the Board appointed as
provided in the Plan.
Section 1.5 - Company
---------------------
"Company" shall mean Thiokol Corporation, a Delaware corporation.
Section 1.6 - Company Subsidiary
--------------------------------
"Company Subsidiary" shall mean any corporation in an unbroken
chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then
owns stock possessing fifty (50%) or more of the total combined voting
power of all classes of stock in one (1) of the other corporations in such
chain.
Section 1.7 - Date of Grant
----------- ---------------
"Date of Grant" shall mean the date 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 incentive stock option to purchase Common
Stock of the Company granted under this Agreement.
Section 1.10 - Plan
-------------------
"Plan" shall mean the Thiokol Corporation 1996 Stock Awards Plan.
Section 1.11 - Rule 16b-3
-------------------------
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"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 Company Subsidiary, Thiokol Corporation 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 of Stock 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 property)
of 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 Common 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, or with respect to
which payments are measured under, outstanding awards and the exercise
price specified herein as may be determined to be appropriate and
equitable, to the end that after such event the optionees' 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; provided, however, that each such adjustment shall be made in
such manner as not to constitute a "modification" within the meaning of
Section 424(h)(3) of the Code. 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) Subject to subsection (b) and Section 3.4, the Option shall
become exercisable (vested) as follows:
OPTION VESTING
SCHEDULE
First Business Day Following the Portion of the Option Become Exercisable
Anniversary Date from Date of Grant (Vested) on Such Anniversary Date
----------------------------------- ---------------------------------
One year from date of grant 33.3 percent
Two years from date of grant 66.6 percent
Three years from date of grant 100.0 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) Subject to the exception for retirement set forth in Section
3.3(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.
Section 3.2 - Duration of Exercisability. After 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:
(i) The expiration of ten (10) years from the date the
Option was granted; or
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(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 his death or his retirement pursuant to
the terms of a pension plan of the Company; 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.
(iii)Except in the event of a Change in Control of the
Company as defined in Section 3.4 below, the close of
business in the office of the Corporate Secretary of
the Company ten years from the date of Grant set forth
on the Notice of Grant of Stock attached hereto (the
"Expiration Date"); PROVIDED, HOWEVER, if Employee
should die while actively employed by the Company prior
to the Expiration Date, Employee's Option will remain
exercisable for a period of three months after the date
of Employee's death.
(iv) Except as provided in subsection (b), the expiration of
two (2) years from the date of Employee's death while
an employee of the Company or after Employee's
retirement pursuant to the terms of a pension plan of
the Company, as the case may be.
(v) 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, Employee's Option will remain exercisable
until the Expiration Date so long as Employee is alive 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.(a) so long as the Employee is
alive.
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 3.1(a), Employee's
Option shall become immediately and fully vested and 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
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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 in 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 Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 15 percent or more
of either (i) the then outstanding shares of Common Stock of the
Corporation (the "Outstanding Corporation Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the
election of directors (the "Outstanding Corporation Voting
Securities"); PROVIDED, HOWEVER, that the following acquisitions
shall not constitute a Change of Control: (i) any acquisition
directly from the Corporation (excluding an acquisition by virtue
of the exercise of a conversion privilege); (ii) any acquisition
by the Corporation; (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation; or
(iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described
in clauses (i), (ii) and (iii) of subsection (c) below are
satisfied; or
(b) Individuals who, as of the date hereof, constitute the Board of
Directors (the "Board") of the Corporation (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 Corporation'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 either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(c) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation: (i) more
than 60 percent of, respectively, the then outstanding shares of
Common Stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting
power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners, respectively,
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of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be; (ii) no Person (excluding the
Corporation, any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such
reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, 15 percent or
more of the Outstanding Corporation Common Stock or Outstanding
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 15 percent or more of, respectively, the
then outstanding shares of Common Stock of the corporation
resulting from such reorganization, merger or consolidation or
the combined voting power of the then outstanding voting
securities of such corporation, entitled to vote generally in the
election of directors; and (iii) at least a majority of the
members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of
the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or
consolidation; or
(d) Approval by the shareholders of the Corporation of (i) a complete
liquidation or dissolution of the Corporation; or (ii) the sale
or other disposition of all or substantially all of the assets of
the Corporation, other than to a corporation, with respect to
which following such sale or other disposition: (A) more than 60
percent of, respectively, the then outstanding shares of Common
Stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be; (B) no Person (excluding the
Corporation and any employee benefit plan (or related trust) of
the Corporation or such corporation and any Person beneficially
owning, immediately prior to such sale of other disposition,
directly or indirectly, 15 percent or more of the Outstanding
Corporation Common Stock or Outstanding Corporation Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 15 percent or more of, respectively, the then
outstanding shares of Common Stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of
directors; and (C) at least a majority of the members of the
board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for
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such sale or other disposition of assets of the Corporation. The
Committee may make such determinations and adopt such rules and
conditions as it, in its absolute discretion, deems appropriate
in connection with such acceleration of exercisability,
including, but not by way of limitation, provisions to ensure
that any such acceleration and resulting exercise shall be
conditioned upon the consummation of the contemplated corporate
transaction.
Section 3.5 - Incentive Stock Options. The Company intends that the Option
shall be treated as an "incentive stock option" (within the meaning of
Section 422 of the Code) to the extent permitted by the Code. To the extent
that the Code does not permit the Option to be treated as an "incentive
stock option," the Option shall be treated as a non-qualified option.
Section 3.6 - Special Tax Consequences. The Employee acknowledges that, to
the extent that the aggregate fair market value of stock with respect to
which "incentive stock options" (within the meaning of Section 422 of the
Code, but without regard to Section 422(d) of the Code), including the
Option, are exercisable for the first time by the Employee during any
calendar year (under the Plan and all other incentive stock option plans of
the Company and any Company Subsidiary) exceeds $100,000, such options
shall be treated as not qualifying under Section 422 of the Code but rather
shall be treated as non-qualified options to the extent required by Section
422 of the Code. The Employee further acknowledges that the rule set forth
in the preceding sentence shall be applied by taking options into account
in the order in which they were granted. For purposes of these rules, the
fair market value of stock shall be determined as of the time the option
with respect to such stock is granted.
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 (AQDRO@).
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.
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 the Vesting Schedule set forth in
Section 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
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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) if requested, 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.
The record date of Employee's ownership of all Option Shares purchased
under this option shall be the date upon which the above-described
notification and payment are received by the Company, provided that any
requested representations, undertakings and agreements are delivered within
the time specified. 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
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
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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 Company to such holder.
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 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
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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.
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 as it deems appropriate by action
taken prior to the occurrence of such transaction or event: (i) for
adjustments to the Option 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 such option
or realization of the Participant's rights had the Option been currently
exercisable or payable or fully vested or the replacement of such Option
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, the Option 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 and prices. No adjustment
or action described in this Section 5.3 or in any other provision of this
Agreement shall be authorized to the extent that such adjustment or action
would cause the Agreement or the Plan or the Option to violate Section
422(b)(1) of the Code or would cause the Option to fail to so qualify under
Section 162(m), as the case may be, or any successor provisions thereto.
Furthermore, no such adjustment or action shall be
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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 - Approval by Shareholders. This grant is made pursuant to the
1996 Stock Awards Plan adopted by the Board of Directors on April 18, 1996.
The Plan is subject to approval by the Shareholders within 12 months after
April 18, 1996. Should the stockholders of the Company not approve such
Plan, this Stock Option Grant Agreement shall become null and void and you
shall have no rights hereunder.
Section 5.8 - 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 5.9 - 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 5.10 - 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
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may be exercised, only in such a manner as to conform to 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 5.11 - 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 5.12 - 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 5.13 - 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 Company Subsidiary or shall affect in any way Employee's
right or the right of the Company or Company Subsidiary, 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 Company Subsidiary, as the case may be, 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 21st day of August 1997.
THIOKOL CORPORATION EMPLOYEE
By: ______________________________ By: _______________________
Corporate Secretary
