0000866121-15-000010 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts • Delaware

This Indemnification Agreement ("Agreement") is made as of March 11, 2015 by and between Orbital ATK, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Company or its affiliates and Indemnitee covering the subject matter of this Agreement.

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Installment Vesting)
Non-Qualified Stock Option Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts
ORBITAL SCIENCES CORPORATION AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN
Stock Unit Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

The capitalized terms below shall have the meanings assigned to them in the Plan, unless otherwise defined in this Agreement.

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND THIRD AMENDED AND RESTATED SECURITY AGREEMENT
Credit Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts • New York

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”), dated as of December 19, 2014 (the “Effective Date”), is entered into by and among Alliant Techsystems Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Grantors”), each Lender party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

Amendment to ATK Performance Growth Award Agreement (Corporate Executive Officers or Corporate Senior Vice Presidents Remaining with Orbital ATK, i.e., Cohen, Wolf, Kubacki, Tibbets)
Atk Performance Growth Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

This Amendment applies to any Performance Share Awards payable in shares of common stock of Alliant Techsystems Inc. (“ATK”) that you have for the following performance periods:

Amendment to ATK Non-Qualified Stock Option Award Agreement (Employees Remaining with Orbital ATK or Former ATK Employees)
Non-Qualified Stock Option Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

This Amendment applies to any options (“Options”) to acquire shares of common stock of Alliant Techsystems Inc. (“ATK”), whether vested or unvested, that are outstanding immediately prior to the distribution of all of the outstanding shares of Vista Outdoor Inc. (“Vista”) to the stockholders of ATK (the “Spin-off”), pursuant to the Transaction Agreement, dated April 28, 2014, among Vista, ATK, Vista Merger Sub Inc. and Orbital Sciences Corporation, as it may be amended from time to time (the “Transaction Agreement”). In accordance with the terms of the Transaction Agreement, each applicable Non-Qualified Stock Option Award Agreement that you have is amended as follows:

Amendment to ATK Performance Growth Award Agreement (Officers or Employees Remaining with Orbital ATK (other than C. Wolf) or Former ATK Employees Who Were Not Employed in ATK’s Sporting Group)
Atk Performance Growth Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

This Amendment applies to any Performance Share Awards payable in shares of common stock of Alliant Techsystems Inc. (“ATK”) that you have for the following performance periods:

ORBITAL SCIENCES CORPORATION
Nonstatutory Stock Option Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

Pursuant to the 1997 Stock Option and Incentive Plan (the “Plan”) of ORBITAL SCIENCES CORPORATION (the “Company”), the Company has granted a nonstatutory stock option to ______________________ (the “Optionee”) to purchase shares of its Common Stock, par value $0.01 per share, thereby affording the Optionee an opportunity to acquire a proprietary interest in the Company and to share in its success as a stockholder, with the added incentive to work effectively for and in the interest of the Company. The Company and Optionee desire to enter into this Agreement to evidence the terms of such option to the extent such terms are not otherwise set forth in the Plan, all relevant terms of which are incorporated by reference herein.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 20, 2015, among Orbital Sciences Corporation, a Delaware corporation (the “New Guarantor”), a subsidiary of Orbital ATK, Inc. (formerly Alliant Techsystems Inc.), a Delaware corporation (the “Company”), the Existing Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture referred to below (the “Trustee”).

Amendment to ATK Restricted Stock Award Agreement (Employees Remaining with Orbital ATK or Former ATK Employees)
Restricted Stock Award Agreement • June 1st, 2015 • Orbital Atk, Inc. • Guided missiles & space vehicles & parts

This Amendment applies to any shares of restricted stock (“Restricted Shares”) of Alliant Techsystems Inc. (“ATK”) that have been awarded to you and that are not vested at the time of the distribution of all the outstanding shares of Vista Outdoor Inc. (“Vista”) to the stockholders of ATK (the “Spin-off”) pursuant to the Transaction Agreement, dated April 28, 2014, among Vista, ATK, Vista Merger Sub Inc. and Orbital Sciences Corporation, as it may be amended from time to time (the “Transaction Agreement”). In accordance with the terms of the Transaction Agreement, each applicable Restricted Stock Award Agreement that you have is amended as follows:

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