8/19/98
CORDANT TECHNOLOGIES INC.
DIRECTOR
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT, dated July 1, 1998 is
made by and between Cordant Technologies Inc., a Delaware corporation (the
"Company"), and ________________________, a Director of the Company (the
"Grantee"):
WHEREAS, it is determined to be in the best interests of the Company
and its Stockholders to offer grants of Restricted Stock as compensation to
directors serving on the Board of Directors of the Company in order to
recruit and retain qualified individuals to serve as Directors of the
Company;
WHEREAS, it is in the best interest of the Company and its
Stockholders that the Grantee, who is not an officer or employee of the
Company, an opportunity to acquire shares of Common Stock of the Company as
part of the annual retainer compensation paid to Directors for serving on
the Board of Directors; and
WHEREAS, the terms and conditions of the Company's 1996 Stock Awards
Plan, as amended and restated (the terms and conditions of which are hereby
incorporated by reference and made a part of this Agreement) permits the
grants of Restricted Stock;
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 below in this Agreement, they
shall have the meaning specified below unless the context clearly indicates
to the contrary. All capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Plan.
1.1. Board. "Board" means the Board of Directors of the Company.
1.2. Committee. "Committee" means a committee of two or more directors
of the Company who are "outside directors" as such term is used in Section
162(m) of the Code and Non-Employee Directors for purposes of Rule 16b-3.
1.3. Common Stock. "Common Stock" means the common stock, $1.00 par
value, of the Company or such other securities as may be substituted
therefore pursuant to the Plan.
1.4. Exchange Act. "Exchange Act" means the Securities Exchange Act of
1934, as amended.
1.5. Fair Market Value. "Fair Market Value" shall have the meaning set
forth in the Plan.
1.6. Plan. "Plan" means the 1996 Stock Awards Plan of Cordant
Technologies Inc. as amended ---- and restated.
1.7. Restrictions. "Restrictions" means the reacquisition and
transferability restrictions imposed upon Restricted Stock under this
Agreement.
1.8. Restricted Stock. "Restricted Stock" means Common Stock issued
under this Agreement and subject to the Restrictions imposed hereunder.
1.9. Rule 16b-3. "Rule 16b-3" means such rule adopted under the
Exchange Act, as such Rule may be amended from time to time, or any
successor rule.
2.0. Securities Act. "Securities Act" means the Securities Act of
1933, as amended.
ARTICLE II.
ISSUANCE OF RESTRICTED STOCK
In consideration for the services rendered to the Company as a
Director and for other good and valuable consideration, on the date hereof
the Company issues to the Grantee 428 shares of Restricted Stock upon the
terms and conditions set forth in this Agreement.
ARTICLE III.
RESTRICTIONS, VESTING AND REMOVAL OF RESTRICTIONS
3.1. Restrictions. No shares of Restricted Stock granted pursuant to
this Agreement may be sold, traded, assigned, transferred or otherwise
encumbered until such shares shall become vested and non-forfeitable and
the restrictions thereon are removed.
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3.2. Vesting And Removal Of Restrictions. No shares of Restricted
Stock granted pursuant to this Agreement shall vest and become
non-forfeitable and the restrictions thereon are removed ("Vested Stock")
until such date as the director's services as a member of the Company's
Board of Directors terminates, which shall be the date at which the
earliest of the following events occurs:
(a) the director's death or permanent disability,
(b) mandatory retirement, pursuant to Company director's
retirement policy, effective at the end of the term of
service during which the director has attained retirement
age pursuant to the terms of such directors' retirement
policy,
(c) resignation or failure to stand for re-election, prior to
such mandatory retirement provided that such action must
have the consent of at least 80% of all directors then on
the Board, with the affected director abstaining, or
(d) the occurrence of a merger, consolidation, acquisition,
liquidation or dissolution as described in Section 3.4 of
this Agreement.
In the event the Grantee terminates his or her services other than by an
event set forth in (a) through (d) above, such Restricted Stock shall be
forfeited.
3.3. Legend. Certificates representing shares of Restricted Stock
issued pursuant to this Agreement shall, until all restrictions lapse and
new certificates are issued pursuant to Section 3.4, bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE OR
REACQUISITION BY CORDANT TECHNOLOGIES INC. (THE "COMPANY") UNDER
THE TERMS OF A RESTRICTED STOCK AGREEMENT BY AND BETWEEN THE
COMPANY AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF
OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE, DIRECTLY OR
INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES.
COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE
OFFICES OF THE COMPANY."
The Company shall retain custody of all shares of Restricted Stock or may
hold such shares by book entry registration until such restrictions are
removed. Grantee will execute stock powers to permit the transfer of such
shares by the Company free of such Restrictions, including in an event of
forfeiture as the case may be.
3.4. Lapse of Restrictions. Upon the vesting of the Restricted Stock
as provided in Section 3.1 and subject to Section 4.3, the Company shall
cause new certificates to be issued with respect to such Vested Stock and
delivered to the Grantee
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or his or her legal representative, free from the legend provided for in
Section 3.3 and any of the other Restrictions. Such Vested Stock shall
cease to be considered Restricted Stock subject to the terms and conditions
of this Agreement. Notwithstanding the foregoing, no such new certificate
shall be delivered to the Grantee or his or her legal representative unless
and until the Grantee or his legal representative shall have paid to the
Company in cash or by check the full amount of any federal, state and local
withholding or other employment taxes applicable to the taxable income of
the Grantee resulting from the lapse of the Restrictions.
3.5. Merger, Consolidation, Acquisition, Liquidation or Dissolution.
Upon the (w) dissolution or liquidation of the Company, (x) merger or
consolidation in which the Company or a subsidiary of the Company is not
the surviving corporation, (y) the sale of more than 50% of the Company's
capital stock or (z) the sale of all or substantially all of the Company's
assets, the Committee may then provide by resolution adopted prior to such
event that, at some time prior to the effective date of such event, all
Restricted Stock shall fully vest and all Restrictions with respect to such
Restricted Stock shall immediately expire.
3.6. Restrictions On New Stock. In the event that the Company's
outstanding Common Stock is changed into or exchanged for a different
number or kind of stock, shares or other securities of the Company or of
another entity pursuant to a merger or consolidation of the Company, the
sale of more than 50% of the Company's capital stock, the sale of all or
substantially all of the Company's assets or other similar transaction, or
a stock split, stock dividend, reorganization, recapitalization or other
similar event, such new, additional or different stock, shares or other
securities which are held or received by the Grantee in his or her capacity
as a holder of Restricted Stock shall be considered to be Restricted Stock
and shall be subject to all of the Restrictions, unless the Committee
provides, pursuant to Section 3.5, for the accelerated vesting and
expiration of the Restrictions on the Restricted Stock underlying the
distribution of the new, additional or different securities.
ARTICLE IV.
MISCELLANEOUS
4.1. Administration. The Committee shall have the power to interpret
this Agreement and all other documents relating to the shares of Restricted
Stock and to adopt such rules for the administration, interpretation and
application of the Plan with respect to this Agreement as are consistent
therewith and to interpret, amend 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 Grantee, 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 Restricted Stock and all members of the
Committee shall be fully protected by the Company in respect to any such
action, determination or interpretation.
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4.2. Restricted Stock Not Transferable. No shares of Restricted Stock
or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Grantee or his or her 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 4.2 shall not prevent transfers by will or by applicable laws of
descent and distribution or pursuant to a qualified domestic relations
order.
4.3. Conditions to Issuance of Stock Certificates. The Company shall
not be required to issue or deliver any certificate or certificates for
shares of Restricted Stock pursuant to this Agreement prior to fulfillment
of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on
which the Common Stock is then listed;
(b) The completion of any registration or otherqualification of such
shares under any state or federal law, or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee shall, in its absolute discretion, deem
necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;
(d) The lapse of such reasonable period of time as the Committee may
establish from time to time for reasons of administrative convenience; and
(e) Subject to the provisions of Section 4.8, the receipt by the
Company of full payment for such shares, including payment of any
applicable withholding or other taxes and/or the lapse or removal of any of
the Restrictions.
4.4. 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 Secretary,
and any notice to be given to the Grantee shall be addressed to him or her
at the address given beneath his or her signature hereto. By a notice given
pursuant to this Section 4.4, either party may hereafter designate a
different address for notices to be given to it, him or her. Any notice
which is required to be given to the Grantee shall, if the Grantee is then
deceased, be given to the Grantee's personal representative if such
representative has previously informed the Secretary of the Company of his
or her status and address by written notice under this Section 4.4. Any
notice shall have been 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.
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4.5. Rights as Stockholder. The Grantee shall have all the rights of a
stockholder with respect to the Restricted Stock granted hereby, subject to
the restrictions provided for herein, and in the Plan, including the right
to vote the shares of Restricted Stock and to receive all dividends or
other distributions paid or made with respect to the Restricted Stock.
4.6. Conformity to Securities Laws. This Agreement 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,
this Agreement shall be administered, and the Restricted Stock shall be
issued, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, this Agreement and
the Restricted Stock issued hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
4.7. Amendment. This Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Agreement.
4.8. Tax Withholding. The Company's obligation (i) to issue or deliver
to the Grantee any certificate or certificates for unrestricted Common
Stock or (ii) to pay to the Grantee any distributions with respect to the
Restricted Stock, is expressly conditioned upon receipt from the Grantee,
on or prior to the date the same is required to be withheld, of:
(a) Full payment (in cash or by check) of any amount that must be
withheld by the Company for federal, state and/or local tax purposes; or
(b) Subject to the Committee's consent, full payment by delivery to
the Company of unrestricted and unencumbered Common Stock previously owned
by the Grantee duly endorsed for transfer to the Company by the Grantee,
with an aggregate Fair Market Value (determined, as applicable, as of the
date of the lapse of the restrictions or vesting, or as of the date of the
distribution) equal to the amount that must be withheld by the Company for
federal, state and/or local tax purposes; or
(c) With respect to the withholding obligation for Restricted Stock
that becomes unrestricted as of a certain date (the "Vesting Date"),
subject to the Committee's consent, full payment by retention by the
Company of a portion of such Restricted Stock which become unrestricted or
vested with an aggregate Fair Market Value (determined as of the Vesting
Date) equal to the amount that must be withheld by the Company for federal,
state and/or local tax purposes; or
(d) Subject to the Committee's consent, any combination of payments
provided for in the foregoing subsections (a), (b) or (c).
4.9. Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of
the terms of
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this Agreement regardless of the law that might be applied under principles
of conflicts of laws.
ARTICLE V.
STOCKHOLDER APPROVAL
Amendments to the Plan under which the Restricted Stock Awards are
granted pursuant to this Agreement will be submitted to stockholders for
approval on or before July 1, 1999 (within twelve months after July 1,
1998, the Restricted Stock grant date). Such Restricted Stock shall not
vest prior to the time the Plan amendments are approved by stockholders and
further provided if such approval has not been obtained by stockholders at
the end of such twelve month period all Restricted Stock granted pursuant
to this Agreement shall be canceled and become null and void.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
CORDANT TECHNOLOGIES INC.
By:________________________________
Name: Xxxxx X. North
Title: Vice President & Secretary
GRANTEE
By:_________________________________
Date:________________________________
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