THIOKOL CORPORATION

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

                         Nonqualified Stock Option
                     Amended and Restated June 16, 1997



     AGREEMENT,   made  this  21st  day  of  August  1997  between  Thiokol
Corporation,  a Delaware  corporation  ("Company") and Employees whose name
appears on the Note of Grant 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 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  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 - Affiliate

          "Affiliate"  shall  mean any  entity in which the  Company  has a
direct or indirect equity interest which is so designated by the committee.

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

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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 Thiokol Corporation, a Delaware corporation.

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  nonqualified  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

          "Rule  16b-3"  shall  mean  that  certain  Rule  16b-3  under the
Exchange Act, as such Rule may be amended in the future.

                                     2

<PAGE>

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,  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 other
property), 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 Commons  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 and the  exercise
price  specified  herein  as  may  be  determined  to  be  appropriate  and
equitable,  to the end that after such event the  Optionee's  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.  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

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<PAGE>


          (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 the 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 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.

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

          (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

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<PAGE>

               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.(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 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

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<PAGE>

          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,   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

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<PAGE>

          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 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  consummation of the Change of
          Control of the Company.

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<PAGE>


                                 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.

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 3.(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) 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,

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<PAGE>

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 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

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<PAGE>

          (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 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 

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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  and   conditions  as  it  deems
appropriate, by action taken prior to the occurrence of such transaction or
event:  (i) for  adjustments to such award 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 the Option or realization of the Participant's  rights had such
option been currently  exercisable or the replacement of such option, right
or award 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,  such  option,  right or award 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 the  Agreement  shall be  authorized to the extent that
such  adjustment  or action would cause the Option to fail to 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.

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<PAGE>

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 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 any Affiliate or shall affect in any way Employee's right or
the right of the Company or any  Affiliate,  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 any Affiliate 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.

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<PAGE>

         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


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