CORDANT TECHNOLOGIES INC.
1999 G R A N T A G R E E M E N T
INCENTIVE STOCK OPTION
AGREEMENT, made this ____ day of ______ 199_ between Cordant
Technologies Inc., a Delaware corporation ("Company") and the Employee
("Employee") whose name appears on the Notice of Grant of Stock of Stock
Option ("Notice of Grant") attached hereto and incorporated by reference
herein.
WHEREAS, the Committee (as defined in Section 1.5), has determined
that it would be to the advantage and best interest of the Company and its
stockholders to grant the stock option provided for herein to the Employee
in consideration of Employee's services to the Company or Affiliate and as
an incentive for increased efforts during the Employee's service to the
Company or Affiliate, and has advised the Company thereof and instructed
the undersigned officers to issue said Option;
WHEREAS, the stock option subject to this agreement is granted
pursuant to the terms of the Cordant Technologies Inc. Amended and Restated
1996 Stock Awards Plan or the 1989 Stock Awards Plan, as the case may be.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they shall
have the meaning specified below unless the context clearly indicates to
the contrary. Capitalized terms which are not defined below shall have the
meaning specified in the Plan.
SECTION 1.1 - AFFILIATE
"Affiliate" shall mean any entity in which the Company has a
direct or indirect equity interest which is so designated by the Committee.
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Note: An Incentive Stock option must be exercised within three months of
the date of termination of employment or retirement, the tax status of the
option changes to that of a Nonqualified option. Special ISO rules apply to
death and disability. Consult your tax advisor concerning tax consequences
of this Stock Option Grant.
SECTION 1.2 - BENEFICIARY
"Beneficiary" shall mean the person or persons properly designated by
the Employee, including his spouse or heirs at law, to exercise such
Employee's rights under the Plan in the event of the Employee's death, or
if the Employee has not designated such person or persons, or such person
or persons shall all have pre-deceased the Employee, the executor or
administrator of the Employee's estate. Designation, revocation and
redesignation of Beneficiaries must be made in writing in accordance with
rules established by the Committee and shall be effective upon delivery to
the Committee.
SECTION 1.3 - BOARD
"Board" shall mean the Board of Directors of the Company.
SECTION 1.4 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.5 - COMMITTEE
"Committee" shall mean the Committee of the Board appointed as
provided in the Plan.
SECTION 1.6 - COMPANY
"Company" shall mean Cordant Technologies Inc., a Delaware
corporation.
SECTION 1.7 - DATE OF GRANT
"Date of Grant" shall mean the date set forth on the Notice of Grant
on which the Board grants the option hereunder and from which the
Anniversary Date set forth in the Vesting Schedule shall be determined.
SECTION 1.8 - EXCHANGE ACT
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
SECTION 1.9 - OPTION
"Option" shall mean the incentive stock option to purchase Common
Stock of the Company granted under this Agreement.
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SECTION 1.10 - PLAN
"Plan" shall mean either the Cordant Technologies Inc. Amended and
Restated 1996 Stock Awards Plan or the 1989 Stock Awards Plan as set forth
on the face of the Notice of Grant.
SECTION 1.11 - RULE 16B-3
"Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended in the future.
SECTION 1.12 - SECURITIES ACT
"Securities Act" shall mean the Securities Act of 1933, as amended.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION. In consideration of Employee's services to
the Company or Affiliate, as the case may be, Cordant Technologies Inc.
grants to Employee the option to purchase shares of its Common Stock (par
value $1 per share) at a purchase price set forth on the Notice of 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,
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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.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY
(a) This Option shall become exercisable (vested) as follows:
OPTION VESTING
SCHEDULE
FIRST BUSINESS DAY FOLLOWING PORTION OF THE OPTION BECOME
THE ANNIVERSARY DATE FROM THE EXERCISABLE
DATE OF GRANT (VESTED) ON SUCH ANNIVERSARY DATE
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One year from date of grant 25 percent
Two years from date of grant 50 percent
Three years from date of grant 75 percent
Four years from date of grant 100 percent
No fractional share of a vested option is exercisable until such
anniversary date from the date of grant as the remainder of such fractional
share becomes exercisable.
No part of the Option will be exercisable prior to the first business
day following the expiration of one year from the Date of Grant set forth
on the Notice of Grant of Stock attached hereto.
(b) No portion of the Option (including any portion of the Option not
yet vested under Section 3.1(a) which is unexercisable at termination of
employment) shall thereafter become exercisable except with respect to
retirement under Section 3.3(b); death Section 3.3(c); or disability
Section 3.3(d).
SECTION 3.2 - DURATION OF EXERCISABILITY. After any portion of the Option
becomes exercisable pursuant to Section 3.1(a), the Option shall remain
exercisable until it has been exercised or until it becomes unexercisable
under Section 3.3.
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SECTION 3.3 - EXPIRATION OF OPTION.
(a) The Option (or any portion of the Option not yet vested under
Section 3.1(a) as the case may be) may not be exercised to any extent by
anyone after the first to occur of the following events ("Expiration
Date"):
(i) The expiration of ten (10) years from the date the Option
was granted; or
(ii) Except in the event of a Change in Control of the Company as
defined in Section 3.4 below or as otherwise provided
herein, the expiration of three (3) months from the date of
the employee's termination of employment unless such
termination of employment results from Employee's retirement
pursuant to the terms of a pension plan of the Company;
death or permanent and total disability; PROVIDED, HOWEVER,
if during the first two years following a Change in Control
of the Company Employee's, employment terminates other than
pursuant to the terms of a pension plan of a Company and
Employee's Option was exercisable on the date of termination
of Employee's employment, it will remain exercisable for a
period of six months and one day after termination of
Employee's employment, or until the Expiration Date,
whichever occurs first; or
(iii)The effective date of the Committee's action under Section
5.3(ii), (iii) or (iv) (except in the case of an action
providing for assumption of the Option).
(b) If Employee's employment with the Company terminates prior to the
Expiration Date because of Employee's retirement pursuant to the terms of a
pension plan of the Company, the Employee's Option will remain exercisable
until the Expiration Date. Any portion of the Option not yet vested at the
Employee's date of retirement will automatically vest with the passage of
time (as if the retired Employee had remained actively employed) pursuant
to the Option vesting schedule set forth in Section 3.1(a). In the event of
a retired employees' death prior to the Expiration Date of this option,
this option shall become 100% vested and such retired Employee's
beneficiary shall have two years from the date of death or the Expiration
Date, whichever date is the earliest, to exercise this option.
(c) If an Employee's employment with the Company terminates prior to
the Expiration Date due to death, the option to the extent not yet vested
shall become 100% vested on the date of death and shall remain exercisable
by such Employee's beneficiary until the Expiration Date.
(d) If the Employee's employment with the Company terminates prior to
the Expiration Date due to the Employee's permanent and total disability
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("Disability"), such option shall remain exercisable until the Expiration
Date so long as such Disability is continuing. To the extent such option is
not vested on the date of Disability, the option shall automatically vest
with the passage of time (as if the Disabled Employee has remained actively
employed) pursuant to the vesting schedule in Section 3.1(a). The Committee
shall have the sole discretion to determine if an Employee is disabled for
the purposes of this option and such determination shall be binding and
conclusive on the Employee. In the event such Employee ceases to be
disabled, this option shall terminate within three months of the date of
determination by the Committee that such disability no longer exists or the
Expiration Date, whichever date is the earliest to occur.
SECTION 3.4 - ACCELERATION OF EXERCISABILITY UPON CHANGE IN CONTROL OF THE
COMPANY. Notwithstanding any provision herein to the contrary, to the
extent the Employee's Option has not been exercised previously or any
portion of such Option has not yet vested under Section 3.(a), Employee's
Option shall be exercisable from and after the occurrence of a Change in
Control of the Company; PROVIDED, HOWEVER, that this acceleration of
exercisability shall not take place if this Option becomes unexercisable
under Section 3.3 prior to the occurrence of a Change of Control of the
Company; and PROVIDED, FURTHER, that no Option shall be exercisable by any
Employee who is then subject to Section 16 of the Exchange Act until the
expiration of the period ending six months and one day after the later of
date the Option is granted or deemed regranted. A Change of Control of the
Company shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company, (ii)
any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (iv) any acquisition
by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 3.4; or
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual
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were a member of he Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE. During Employee's lifetime,
Employee's option is exercisable only by Employee unless it has been
disposed of pursuant to a Qualified Domestic Relations Order (?QDRO?).
After the death of the Employee, any exercisable portion of the Option may,
prior to the time when the Option becomes unexercisable under Section 3.3,
be exercised by his Beneficiary.
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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 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.
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
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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
(d) The payment to the Company (or other employer corporation) of all
amounts which, under federal, state or local tax law, it is required to
withhold upon exercise of the Option; and
(e) The lapse of such reasonable period of time following the exercise
of the Option as the Committee may from time to time establish for reasons
of administrative convenience.
SECTION 4.6 - RIGHTS AS STOCKHOLDER. The holder of the Option shall not be,
nor have any of the rights or privileges of, a stockholder of the Company
in respect of any shares purchasable upon the exercise of any part of the
Option unless and until certificates representing such shares shall have
been issued by the transfer agent on behalf of the Company.
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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 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)
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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 authorized to the extent
such adjustment or action would result in short-swing profits liability
under Section 16 or violate the exemptive conditions or Rule 16b-3 unless
the Committee determines that the option or other award is not to comply
with such exemptive conditions.
SECTION 5.4 - SHARES TO BE RESERVED. The Company shall at all times during
the term of the Option reserve and keep available such number of shares of
stock as will be sufficient to satisfy the requirements of this Agreement.
SECTION 5.5 - NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Corporate Secretary, and any notice to be given to the Employee shall be
addressed to him at the address maintained by the Corporation in its
business records. By a notice given pursuant to this Section 5.5, either
party may hereafter designate a different address for notices to be given
to him. Any notice which is required to be given to the Employee shall, if
the Employee is then deceased, be given to the Employee's personal
representative if such representative has previously informed the Company
of his status and address by written notice under this Section 5.5. Any
notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.
SECTION 5.6 - TITLES. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.
SECTION 5.7 - NOTIFICATION OF DISPOSITION. The Employee shall give prompt
notice to the Company of any disposition or other transfer of any shares of
stock acquired under this Agreement if such disposition or transfer is made
(a) within two (2) years from the date of granting the Option with respect
to such shares or (b) within one (1) year after the transfer of such shares
to him. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of
indebtedness or other consideration, by the Employee in such disposition or
other transfer.
SECTION 5.8 - GOVERNING LAW. This Grant Agreement and the Plan shall be
construed in accordance with and governed by the laws of the State of Utah.
SECTION 5.9 - CONFORMITY TO SECURITIES LAWS. The Employee acknowledges that
the
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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 5.10 - AMENDMENTS. This Agreement and the Plan may be amended
without the consent of the Optionee provided that such amendment would not
impair any rights of the Optionee under this Agreement. No amendment of
this Agreement shall, without the consent of the Optionee, impair any
rights of the Optionee under this Agreement.
SECTION 5.11 - CONFORMITY WITH PLAN. Employee's option is intended to
conform in all respects with the Plan, a copy of which is attached hereto.
Inconsistencies between this Grant Agreement and the Plan shall be resolved
in accordance with the terms of the Plan. All definitions stated in the
Plan shall be fully applicable to this Grant Agreement.
SECTION 5.12 - EMPLOYMENT AND SUCCESSORS. Nothing herein or in the Plan
confers any right or obligation on Employee to continue in the employ of
the Company or 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 ___ day of _______ 199__.
CORDANT TECHNOLOGIES INC. EMPLOYEE
By: ___________________________ By: _____________________
Vice President and
Corporate Secretary
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