THIOKOL CORPORATION

                        G R A N T    A G R E E M E N T

                           Incentive Stock Option
                     Amended and Restated June 16, 1997


     AGREEMENT,   made  this  26th  day  of  August  1997  between  Thiokol
Corporation,  a Delaware  corporation  ("Company"  and Employee  whose name
appears on the Notice of Grant of Stock 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 a  Company
Subsidiary and as an incentive for increased  efforts during the Employee's
service to the Company or a Company Subsidiary, 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

          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 - 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.

                                     1
<PAGE>

Section 1.2 - Board
-------------------

          "Board" shall mean the Board of Directors of the Company.

Section 1.3 - Code
------------------

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.4 - Committee
-----------------------

          "Committee"  shall mean the  Committee of the Board  appointed as
provided in the Plan.

Section 1.5 - Company
---------------------

          "Company" shall mean Thiokol Corporation, a Delaware corporation.

Section 1.6 - Company Subsidiary
--------------------------------

          "Company  Subsidiary"  shall mean any  corporation in an unbroken
chain  of   corporations   beginning  with  the  Company  if  each  of  the
corporations  other than the last  corporation  in the unbroken  chain then
owns stock  possessing  fifty  (50%) or more of the total  combined  voting
power of all classes of stock in one (1) of the other  corporations in such
chain.

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 incentive 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
-------------------------

                                     2

<PAGE>


          "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 Company  Subsidiary,  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 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,  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.

                                     3

<PAGE>

                                ARTICLE III

                          PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of EXERCISABILITY

          (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 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  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

                                     4

<PAGE>


               (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
                    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 3.1(a),  Employee's
Option shall become  immediately  and fully vested and 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

                                     5

<PAGE>


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  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,

                                     6

<PAGE>

          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
          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

                                     7
<PAGE>


          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 the  consummation of the contemplated  corporate
          transaction.

Section 3.5 - Incentive Stock Options.  The Company intends that the Option
shall be treated as an  "incentive  stock  option"  (within  the meaning of
Section 422 of the Code) to the extent permitted by the Code. To the extent
that the Code does not permit  the  Option to be  treated as an  "incentive
stock option," the Option shall be treated as a non-qualified option.

Section 3.6 - Special Tax Consequences.  The Employee acknowledges that, to
the extent that the  aggregate  fair market  value of stock with respect to
which  "incentive  stock options" (within the meaning of Section 422 of the
Code,  but without  regard to Section  422(d) of the Code),  including  the
Option,  are  exercisable  for the first  time by the  Employee  during any
calendar year (under the Plan and all other incentive stock option plans of
the Company and any Company  Subsidiary)  exceeds  $100,000,  such  options
shall be treated as not qualifying under Section 422 of the Code but rather
shall be treated as non-qualified options to the extent required by Section
422 of the Code. The Employee further  acknowledges that the rule set forth
in the preceding  sentence  shall be applied by taking options into account
in the order in which they were granted.  For purposes of these rules,  the
fair market  value of stock shall be  determined  as of the time the option
with respect to such stock is granted.

                                 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  (AQDRO@).
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 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

                                     8

<PAGE>


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.
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,  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 

                                     9

<PAGE>


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 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

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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.

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) 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

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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 - 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

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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 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 21st day of August 1997.



         THIOKOL CORPORATION                                EMPLOYEE



By:      ______________________________        By:    _______________________
         Corporate Secretary