THIOKOL CORPORATION
G R A N T A G R E E M E N T
Nonqualified Stock Option
Amended and Restated June 16, 1997
AGREEMENT, made this 21st day of August 1997 between Thiokol
Corporation, a Delaware corporation ("Company") and Employees whose name
appears on the Note of Grant 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 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 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
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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
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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.
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 Thiokol Corporation, a Delaware corporation.
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 nonqualified 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
"Rule 16b-3" shall mean that certain Rule 16b-3 under the
Exchange Act, as such Rule may be amended in the future.
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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, 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 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.
ARTICLE III
PERIOD OF EXERCISABILITY
------------------------
Section 3.1 - Commencement of Exercisability
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(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 the 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 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:
(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 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
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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.(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 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
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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, 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
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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 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 consummation of the Change of
Control of the Company.
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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.
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.(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.
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,
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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 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
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(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 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
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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
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.
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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 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 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.
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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
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