EXHIBIT 10.39
THIOKOL CORPORATION
NONQUALIFIED STOCK OPTION GRANT AGREEMENT
HOWMET PARTICIPANTS
GRANTED DECEMBER 13, 1995 FOR
10-YEAR TERM EXPIRING DECEMBER 13, 2005
NAME:
OPTION SHARES IN GRANT:
OPTION EXERCISE PRICE.
Your option is subject to the following provisions in addition to those set
forth in the attached Notice of Grant (the "Notice") awarded pursuant to the
terms and conditions of the Thiokol Corporation 1989 Stock Awards Plan, as
amended ("Plan"):
SECTION 1.0
Contingent Stock Option Grant and Vesting: Your stock option is contingently
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granted. It is a nonqualified stock option for federal income tax purposes. This
stock option vests, thereby becoming exercisable, only on the occurrence of the
following events:
(i) 50% of your stock option grant shares vests, thereby becoming exercisable,
on the date the Thiokol Corporation ("Thiokol") or a wholly-owned affiliate
of Thiokol completes the acquisition of 100% of the equity ownership of
Blade Acquisition Corp. from Carlyle-Blade Acquisition Partners L.P.
thereby obtaining 100% of the controlling interest of Howmet Corporation
and the Cercast Group of Companies (hereinafter the "Acquisition Date");
(ii) an aditional 25% of your stock option grant shares vests and thereby
becoming exercisable twelve months subsequent to the Acquisition Date; and
(iii)the remaining 25% of your stock option grant shares vests and thereby
becoming exercisable twenty-four months following the Acquisition Date.
In the event Thiokol or wholly-owned affiliates of Thiokol fail to complete
the acquisition of 100% of the equity ownership of Blade Acquisition Corp.
or
otherwise fails to obtain 100% of the equity ownership and control of
Howmet Corporation and the Cercast Group of Companies from Carlyle-Blade
Acquisition Partners L.P. prior to December 13, 2001, this stock option
grant becomes void and any and all stock option rights awarded to you
pursuant to this Stock Option Grant Agreement ("Grant Agreement") shall
terminate as of such date.
SECTION 2.0
Exercisability: For the purposes of Section 2.0 through Section 10.0 of this
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Grant Agreement, the term "Company" shall mean collectively Thiokol Corporation,
Howmet Corporation and the Cercast Group of Companies and wholly-owned
subsidiaries.
(i) Your option shall be exercisable only to the extent your stock option vests
on the Acquisition Dates described in clauses (i), (ii) and (iii) in
Section 1.0 above and you are actively employed by the Company at all times
before your option vests and you exercise your option.
(ii) No part of your option will be exercisable prior to the date such option
becomes vested and shall be exercisable in full to the extent then vested,
provided that your employment shall not have terminated prior to the option
exercise date.
(iii)Your option will expire at the close of business in the office of the
Corporate Secretary of Thiokol on December 13, 2005 (the "Expiration Date")
except as provided sooner in Section 3.0 or the option otherwise becomes
void pursuant to Section 1.0.
SECTION 3.0
Termination of Employment
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(i) If your employment with the Company terminates prior to the Expiration Date
because of -
(1) your retirement pursuant to the terms of a Company tax qualified
pension plan, your option, to the extent that it is vested as of your
retirement date, will remain exercisable until the Expiration Date; or
(2) your death while an employee of the Company or after your retirement
date pursuant to the terms of a Company tax qualified pension plan, as
the case may be, your option will remain exercisable by your estate or
other person succeeding to your rights hereunder by reason of your
death, for a period of two years after the date of your death, or the
option Expiration Date whichever date occurs first. Your option shall
not,
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under any circumstances, be exercisable after the Expiration Date,
except that if you should die while actively employed by the Company
prior to the Expiration Date, your option will remain exercisable for a
period of three months after the date of your death.
(i) If your employment terminates other than for retirement pursuant to the
terms of a Company tax qualified pension plan as provided in subparagraph
(i) of this Section 3.0 and your option was exercisable on the date of
termination of your employment to the extent that such option is then
vested, you may exercise your option within three months after termination
of your employment, or until its Expiration Date, whichever date occurs
first.
SECTION 4.0
Procedure for Exercise: You may exercise your rights to purchase all or any part
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of the option shares of the Thiokol common stock (par value $1 per share)
granted to you in the amount specified in the Notice ("Option Shares") at any
time and from time to time during the term of your option by: (i) delivery of
written notification of exercise and payment in full either in cash or the
request value of common stock of Thiokol delivered to the Thiokol Corporate
Secretary 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 your
option; and (ii) if requested, within the specified time set forth in any such
request, delivery to Thiokol of such written representations and undertakings as
may, in the opinion of Thiokol's legal counsel, be necessary or desirable to
comply with federal and state tax and securities laws. The record date of your
ownership of all Option Shares purchased under this option shall be the date
upon which the above-described notification and payment are received by Thiokol,
provided that any requested representations and undertakings are delivered
within the time specified.
SECTION 5.0
Securities Law Restrictions: You understand and acknowledge that applicable
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securities laws govern and may restrict your right to offer, sell or otherwise
dispose of any Option shares not offer, sell or otherwise dispose of any Option
Shares unless your offer, sale or 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. You further understand
and acknowledge that one of the requirements of Rule 144 is that there shall be
available adequate current public information with respect to Thiokol at the
time of the proposed disposition of the Option Shares, and that Thiokol 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.
You agree that you will not
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offer, sell or otherwise dispose of any Option Shares in any manner which would
(i) require Thiokol to file any registration statement with the SEC; (ii)
require Thiokol to amend or supplement any registration statement which Thiokol
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 6.0
Non-Transferability: Your option is personal to you and shall not be
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transferable by you otherwise than by will or the laws of descent and
distribution or pursuant to a Qualified Domestic Relations Order. During your
lifetime your option is exercisable only by you. You may not transfer this
option to a trust.
SECTION 7.0
Conformity With Plan: Your Option is intended to conform in all respects with
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the Thiokol Corporation 1989 Stock Awards Plan (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 8.0
Employment and Successors: Nothing herein or in the Notice or the Plan confers
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any right or obligation on you to continue in the employ of the Company or any
subsidiary or shall affect in any way your right or the right of the Company or
any subsidiary, as the case may be, to terminate your employment at any time.
This Grant Agreement, the Notice, and the Plan shall be binding upon any
successor or successors of the Company.
SECTION 9.0
Governing Law: This Grant Agreement, the Notice, and the Plan shall be construed
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in accordance with and governed by the laws of the State of Utah.
SECTION 10.0
Option Not Deemed to be Compensation for other Benefit Plans: To the extent this
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stock option or the exercise of this option in whole or in part is deemed
compensation, the compensation derived from this option shall not be construed
as compensation or income for determining the level of benefits from any other
employee benefit plan, policy or program of the Company.
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