-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVL2vqzDix9hP7T6XlEc4yzpeaJgBEVXq55N/m9xzfJMAnnu3eQvnYRv+6s1n4Rs 4oJ2PLg9Jx0QMFiO+06Vbw== 0000820736-95-000021.txt : 19951124 0000820736-95-000021.hdr.sgml : 19951124 ACCESSION NUMBER: 0000820736-95-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19951122 EFFECTIVENESS DATE: 19951211 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBITAL SCIENCES CORP /DE/ CENTRAL INDEX KEY: 0000820736 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 061209561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64517 FILM NUMBER: 95595558 BUSINESS ADDRESS: STREET 1: 21700 ATLANTIC BOULEVARD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7034065000 MAIL ADDRESS: STREET 2: 21700 ATLANTIC BLVD CITY: DULLES STATE: VA ZIP: 20166 FORMER COMPANY: FORMER CONFORMED NAME: ORBITAL SCIENCES CORP II DATE OF NAME CHANGE: 19900212 S-8 1 S-8 MAIN DOCUMENT As filed with the Commission on November 21, 1995 File No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- ORBITAL SCIENCES CORPORATION (Exact name of issuer as specified in its charter) Delaware 06-1209561 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 21700 Atlantic Boulevard Dulles, Virginia 20166 (Address of principal executive offices, including zip code) MACDONALD, DETTWILER AND ASSOCIATES LTD. AMENDED AND RESTATED KEY EMPLOYEE SHARE OPTION PLAN - 1994, KEY EMPLOYEE SHARE OPTION PLAN - 1993, KEY EMPLOYEE SHARE OPTION PLAN - 1988, AND EMPLOYEE SHARE OPTION PLAN - 1988 (Full title of the plans) Leslie C. Seeman Senior Vice President, General Counsel and Secretary Orbital Sciences Corporation 21700 Atlantic Boulevard Dulles, Virginia 20166 (703) 406-5000 (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Amount of Securities to be maximum maximum registration to be registered offering aggregate fee(2) registered price per offering share(1) price(1) Common Stock 328,399(3) $6.14311 $2,017,391 $696 par value, $.01
(1) Represents the weighted average offering price of shares registered hereunder. The offering price for each share registered hereunder, each of which is subject to an option on the date hereof, is the actual exercise price of such option. (2) Registration fee consists of (a) $215.17 payable in respect of 101,412 shares subject to options at an exercise price of $6.15 per share, (b) $39.02 payable in respect of 61,137 shares subject to options at an exercise price of $1.85 per share, (c) $215.12 payable in respect of 81,085 shares subject to options at an exercise price of $7.69 per share, (d) $197.97 payable in respect of 75,603 shares subject to options at an exercise price of $7.59 per share, and (e) $28.54 payable in respect of 9,162 shares subject to options at an exercise price of $9.03 per share. (3) Plus, pursuant to Rule 416(c), such indeterminate number of additional shares of Common Stock as may be required in the event of a stock dividend, reverse stock split or combination of shares, recapitalization or other change in the Company's capital stock. PAGE 1 Item 3. Incorporation of Documents by Reference. Orbital Sciences Corporation (the "Registrant" or the "Company") hereby incorporates the following documents herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995; (c) The Company's Report on Form 8-K dated November 2, 1995; (d) The Company's Report on Form 8-K/A dated November 6, 1995; and (e) The Description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under Section 12 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and all amendments or reports filed for the purpose of updating such description. All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 6. Indemnification of Directors and Officers. The Company is a Delaware Corporation. Section 145 of the Delaware General Corporation Law sets forth provisions that define the extent to which a corporation organized under the laws of Delaware may indemnify directors, officers, employees or agents. Section 145 provides as follows: (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. PAGE 2 (b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by- law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. PAGE 3 (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Paragraph Ten of the Company's Restated Certificate of Incorporation provides that the Company shall, to the maximum extent permitted by Delaware law, indemnify and, upon request, advance expenses to any person: ...who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this Corporation or while a director or officer is or was serving at the request of this Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney's fees and expenses), judgments, fines, penalties and amount paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim, provided, however, that the foregoing shall not require this Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Any person seeking indemnification under this Paragraph 10 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Section 102(b)(7) of the Delaware General Corporation Law permits corporations to eliminate or limit the personal liability of their directors by adding to the Certificate of Incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director for (a) any breach of any director's duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) payment of dividends or repurchases or redemptions of stock other than from lawfully available funds, or (d) any transaction from which the director derived an improper personal benefit. Paragraph Nine of the Company's Restated Certificate of Incorporation provides that no director of the Company shall be liable to the Company or its stockholders for PAGE 4 monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. In addition, the Company has entered into substantially identical indemnification agreements with each of its Directors and Executive Officers and certain other officers. The Company has agreed, to the full extent permitted by the Delaware General Corporation Law, as amended from time to time, to indemnify each indemnitee against all loss and expense incurred by the indemnitee because he was, is or is threatened to be made a party to any completed, pending or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he was a director, officer, employee or agent of the Company or any of its affiliates, or because the Company has a right to judgment in its favor because of his position with the Company or any of its affiliates. The indemnitee will be indemnified so long as he acted in good faith and in a manner reasonably believed by him to be in or not opposed to the Company's best interests. The agreement further provides that the indemnification thereunder is not exclusive of any other rights the indemnitee may have under the Company's Restated Certificate of Incorporation, By-Laws or any agreement or vote of stockholders, nor may the Restated Certificate of Incorporation or By-Laws be amended to effect adversely the rights of any indemnitee. Item 8. Exhibits. The following exhibits are filed as a part of this Registration Statement. Where such filing is made by incorporation by reference (I/B/R) to a previously filed statement or report, such statement or report is identified in parentheses. Exhibit No. Description Page No. 3.1 Restated Certificate of I/B/R Incorporation (Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 3.2 By-Laws of the Company (Exhibit I/B/R 3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995). 4.1 Specimen Certificate of Common I/B/R Stock (Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 4.2 Orbital Sciences Corporation I/B/R 1990 Stock Option Plan (Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File Number 33-47789) filed on and effective on May 11, 1992). 4.3 Orbital Sciences Corporation I/B/R 1990 Stock Option Plan for Non- Employee Directors (Exhibit 4.5 to the Company's Registration Statement on Form S-8 (File Number 33-47789) filed on and effective on May 11, 1992). PAGE 5 4.4 Form of Indenture dated as of I/B/R January 26, 1993 among the Company and Security Trust Company, National Association as Trustee (Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.5 Form of 6 3/4% Convertible I/B/R Subordinated Debenture due 2003 (Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.6 MacDonald, Dettwiler and Associates Ltd. Amended and Restated Key Employee Share Option Plan - 1994. 4.7 MacDonald, Dettwiler and Associates Ltd. Key Employee Share Option Plan - 1993. 4.8 MacDonald, Dettwiler and Associates Ltd. Key Employee Share Option Plan - 1988, as amended by Amendment No. 1 dated November 17, 1995. 4.9 MacDonald, Dettwiler and Associates Ltd. Employee Share Option Plan - 1988, as amended by Amendment No. 1 dated November 17, 1995. 4.10 Form of Replacement Option. 5 Opinion of Ropes & Gray. 23.1 Consent of Ropes & Gray (contained in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick Thorne. 24 Powers of Attorney (contained on the Signature Page of this Registration Statement). Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or PAGE 6 section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. PAGE 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Loudoun, the Commonwealth of Virginia, on this 17th day of November, 1995. ORBITAL SCIENCES CORPORATION By /s/ David W. Thompson David W. Thompson, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the 17th day of November, 1995. Each person whose signature appears below hereby authorized each of David W. Thomson, Leslie C. Seeman and Mary Ellen Seravalli and appoints each of them singly his attorney- in-fact, each with full power of substitution, to execute in his name, place and stead, in any and all capacities, any post-effective amendment to this Registration Statement and file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, making such further changes in this Registration Statement as the Company deems appropriate. Signature Title /s/ David W. Thompson Chairman of the Board, President David W. Thompson and Chief Executive Officer; Director /s/ Carlton B. Crenshaw Senior Vice President/Finance and Carlton B. Crenshaw Administration; Chief Financial Officer /s/ Jeffrey V. Pirone Vice President and Controller Jeffrey V. Pirone /s/ Bruce W. Ferguson Executive Vice President and General Bruce W. Ferguson Manager/Communications and Information Systems Group; Director /s/ James R. Thompson Executive Vice President and General James R. Thompson Manager/Launch Systems Group; Director PAGE 8 /s/ Jack A. Frohbieter Executive Vice President and General Jack A. Frohbieter Manager/Space and Electronics Systems Group; Director /s/ Fred C. Alcorn Director Fred C. Alcorn /s/ Kelly H. Burke Director Kelly H. Burke /s/ Daniel J. Fink Director Daniel J. Fink /s/ Lennard A. Fisk Director Lennard A. Fisk /s/ Jack L. Kerrebrock Director Jack L. Kerrebrock /s/ J. Paul Kinloch Director J. Paul Kinloch /s/ Douglas S. Luke Director Douglas S. Luke /s/ John L. McLucas Director John L. McLucas /s/ Harrison H. Schmitt Director Harrison H. Schmitt /s/ Scott L. Webster Director Scott L. Webster PAGE 9 EX-99 2 EXHIBIT INDEX INDEX TO EXHIBITS Exhibit Sequentially Number Exhibits Numbered Page 3.1 Restated Certificate of Incorporation (Exhibit 3.1 to the Company's I/B/R Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 3.2 By-Laws of the Company (Exhibit 3 to I/B/R the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995). 4.1 Specimen Certificate of Common Stock I/B/R (Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File Number 33-33453) filed on February 9, 1990 and effective on April 24, 1990). 4.2 Orbital Sciences Corporation 1990 I/B/R Stock Option Plan (Exhibit 4.4 to the Company's Registration Statement on Form S-8 (File Number 33-47789) filed on and effective on May 11, 1992). 4.3 Orbital Sciences Corporation 1990 I/B/R Stock Option Plan for Non-Employee Directors (Exhibit 4.5 to the Company's Registration Statement on Form S-8 (File Number 33-47789) filed on and effective on May 11, 1992). 4.4 Form of Indenture dated as of January I/B/R 26, 1993 among the Company and Security Trust Company, National Association, as Trustee (Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.5 Form of 6 3/4% Convertible Subordinated I/B/R Debenture due 2003 (Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992). 4.6 MacDonald, Dettwiler and Associates Ltd. Key Employee Share Option Plan - 1994. 4.7 MacDonald, Dettwiler and Associates Ltd. Key Employee Share Option Plan - 1993. 4.8 MacDonald, Dettwiler and Associates Ltd. Key Employee Share Option Plan - 1988, as amended by Amendment No. 1 dated November 17, 1995. 4.9 MacDonald, Dettwiler and Associates Ltd. Employee Share Option Plan - 1988, as amended by Amendment No. 1 dated November 17, 1995. 4.10 Form of Replacement Option. PAGE 1 5 Opinion of Ropes & Gray. 23.1 Consent of Ropes & Gray (contained in Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 23.3 Consent of KPMG Peat Marwick Thorne. 24 Powers of Attorney (contained on the Signature Page of this Registration Statement). PAGE 2 EX-4.6 3 EXHIBIT 4.6 MACDONALD, DETTWILER AND ASSOCIATES LTD. AMENDED AND RESTATED KEY EMPLOYEE SHARE OPTION PLAN ("KESOP 94") 1. Purposes of the Plan The purposes of the Key Employee Share Option Plan ("KESOP 94") of MacDonald, Dettwiler and Associates Ltd. (the "Plan") are (i) to permit key managers of MacDonald, Dettwiler and Associates Ltd. (the "Corporation") and of its subsidiaries options ("Options") to purchase common shares ("Shares") of the Corporation thereby encouraging them to obtain an increased proprietary interest in the enterprise and provide an additional incentive to further its growth and development, (ii) to assist the Corporation in attracting and retaining executives with experience and ability, and (iii) align their thinking with that of the shareholders. 2. Administration Subject to sections 3 and 4 below, the Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Corporation; none of whom shall be employees of the Corporation or its subsidiaries. The Committee shall have full and complete authority to interpret the Plan to prescribe such rules and regulations (including those with respect to the holding of meetings by telephone) and to make such other determinations as it deems necessary or desirable for the administration of the Plan. A majority of the Committee shall constitute a quorum. Acts approved in writing by all members shall be valid acts of the Committee. 2. Shares subject to the Plan The Board of Directors of the Corporation shall authorize from time to time the issue of such number of shares of the Corporation pursuant to the Plan as may be necessary to permit the Corporation to meet its obligations under the Plan or may satisfy its obligations under the Plan by way of Shares purchased by or through the market. Subject to any adjustment provided for in section 10, the aggregate number of Shares covered by Options granted to Optionees (as hereinafter defined), with respect to any year, pursuant to the Plan shall not, in any case, ever exceed (i) if the total amount of Shares which may be reserved for issuance and held under option under the Plan or any other plans granted by the Corporation exceeds 10% of the issued and outstanding common shares of the Corporation, such numbers of common shares as may be approved by the shareholders of the Corporation; or (ii) the ceiling per year set from time to time by the Board of Directors of the Corporation. PAGE 1 4. Grant of Options After a consultation with the Chief Executive Officer and subject to confirmation by the Board of Directors the Committee shall from time to time, on an annual basis, or otherwise as may be determined by the Board of Directors, choose from among key managers those managers ("Optionees") to whom it recommends that Options should be granted and the number of Shares which it recommends be covered by each such grant. The date of confirmation by the Board of Directors of the grant of an Option is hereinafter referred to as the effective date ("Effective Date"). Each Option shall be confirmed by an instrument in writing issued by the Corporation to the Optionee. Any Optionee, at the time of granting of an Option, may hold more than one Option. 5. Subscription Price The subscription price for each Share covered by an Option shall be established by the Committee at 100% of the market value (as hereinafter defined) of a Share on the last trading day prior to the Effective Date. 6. Option Period Each Option shall be exercisable by the Optionee during a period ("Option Period") of three years from the date of vesting of any options or such other period as is established by the Committee at the time of grant thereof, which in any event shall be not more than ten years after the Effective Date, and also provided that: 6.1 in the event of the death of the Optionee while in the employ of the Corporation or any subsidiary, the Option Period for Options outstanding at the time of death for which the right to exercise had accrued shall terminate 12 months after the date of death (but not after the termination date of the Option first established by the Committee), and the Optionee's estate shall have the right prior to such termination to exercise the Options at any time with respect to all or, from time to time, with respect to any part of the Shares which the Optionee had not exercised pursuant to such Options. Options for which the right to exercise had not yet accrued may also be similarly exercised by the Optionee's estate; 6.2 if an Optionee's employment terminates, other than by death or disability, the Option Period for Options then outstanding and vested shall terminate 30 days after the date of termination and the Optionee (or the Optionee's estate in the event of death after termination) shall have the right prior to such termination to exercise the Options which are vested with respect to all or, from time to time, with respect to any part of the Shares which the Optionee had not exercised PAGE 2 pursuant to such Options which are vested; all unvested Options shall terminate on the date of any such termination; and 6.3 if an Optionee's employment terminates for reason of disability, the Option Period for Options then outstanding shall vest and terminate on the dates as set forth in the Option as if the Optionee were still an employee. All rights under an Option unexercised at the termination of the Option Period shall be forfeited. 7. Exercise of Option The Committee may determine at the Effective Date to permit exercise of an Option at certain times during the Option Period and to permit vesting of the Option in varying amounts during the Option Period and if not so determined shall vest as to 20% immediately and as to the remaining 80% shall vest in four equal installments in the four succeeding years of the Option. An Option may only be exercised after accrual or vesting (with respect to that portion vested), in whole at any time, or in part from time to time. The subscription price for Shares shall be paid in full in cash at the time of exercise of the Option. 8. Delivery of Share Certificates On the exercise of an Option, the Corporation shall deliver to the Optionee or, in the event of death of the Optionee, to the Optionee's estate, certificates for the resulting Shares registered in the name of the Optionee. 9. Non-assignable No Option or any interest therein shall be assignable by the Optionee otherwise than by will or the laws governing the devolution of property in the event of death. During the lifetime of the Optionee the Option shall be exercisable only by the Optionee or the Optionee's legal representative. 10. Effects of Alteration of Share Capital In the event that the outstanding Shares of the Corporation shall be changed into or exchanged for a different number or kind of securities of the Corporation or of another corporation, whether through an arrangement, amalgamation or other similar statutory procedure, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Share subject to any such Option, for each Share authorized for issuance pursuant to the Plan but not yet covered by an Option and the maximum number of shares issuable with respect to any year, the number and kind of securities PAGE 3 into which each outstanding share shall be so changed or for which each such Share shall be exchanged. In the event there shall be any change, other than as specified about in this section, in the number oR kind of outstanding Shares of the Corporation or of any securities into which such Shares shall have been changed or for which it shall have been exchanged, then an equitable adjustment shall be made in the number or kind of shares thereto for authorized for issuance pursuant to the Plan but not yet covered by an Option, of the Shares then subject to an Option or Options, and in the maximum number of Shares issuable with respect to any year, such adjustment to be reasonably determined by the Committee and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this section, the Option price in each Share Option agreement for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied. Such variation shall generally require that the number of securities covered by the Option after the relevant event multiplied by the revised Option price shall equal the number of shares covered by the Option prior to the relevant event multiplied by the original Option price. No adjustment or substitution provided for in this section shall require the Corporation in any Share Option agreement to issue a fractional Share and the total substitution or adjustment with respect to each Share Option agreement shall be limited accordingly. 11. Amendment and Termination The Board of Directors of the Corporation may from time to time amend, suspend or terminate the Plan in whole or in part. No such amendment, suspension or termination may, without the consent of any Optionee holding Options then issued and outstanding and unexercised, adversely affect the right of such Optionee. 12. Listing The obligation of the Corporation to issue Shares pursuant to the Plan shall be subject to the condition that listing or authorization for listing of such Shares on the stock exchange on which the shares are listed (the "Exchange"), if required, shall have been obtained. 13. Certain Definitions For purposes of the Plan: "key managers" shall include the officers or other managers of the Corporation, or of any subsidiary of the Corporation, who in the opinion of the Committee have PAGE 4 demonstrated a capacity for contributing in a substantial measure to the successful performance of the Corporation or of such subsidiaries; "market value" shall mean the closing price for a board lot of Shares on the principal Exchange on which the Shares are listed on the relevant day, or if at least one board lot of Shares shall not have been traded on that day, on the next preceding day for which at least one board lot was so traded and if the Shares are not listed on any Exchange shall mean the market value as established by the Board of Directors at the date of the agreement; "retirement" shall mean retirement in accordance with the provisions of the retirement plan of the Corporation or subsidiary covering the Optionee and, if the Optionee is not covered by such a plan, as determined by the Committee; and "subsidiary" shall mean any corporation a majority of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other subsidiaries. PAGE 5 EX-4.7 4 EXHIBIT 4.7 MACDONALD, DETTWILER AND ASSOCIATES LTD. KEY EMPLOYEE SHARE OPTION PLAN ("KESOP 93") 1. Purposes of the Plan The purposes of the Key Employee Share Option Plan ("KESOP 93") of MacDonald, Dettwiler and Associates Ltd. (the "Plan") are (i) to permit key managers of MacDonald, Dettwiler and Associates Ltd. (the "Corporation") and of its subsidiaries options ("Options") to purchase common shares ("Shares") of the Corporation thereby encouraging them to obtain an increased proprietary interest in the enterprise and provide an additional incentive to further its growth and development, (ii) to assist the Corporation in attracting and retaining executives with experience and ability, and (iii) align their thinking with that of the shareholders. 2. Administration Subject to sections 3 and 4 below, the Plan shall be administered by the Compensation Committee (the "Committee") of the Board of Directors of the corporation; none of whom shall be employees of the Corporation or its subsidiaries. The Committee shall have full and complete authority to interpret the Plan to prescribe such rules and regulations (including those with respect to the holding of meetings by telephone) and to make such other determinations as it deems necessary or desirable for the administration of the Plan. A majority of the Committee shall constitute a quorum. Acts approved in writing by all members shall be valid acts of the Committee. 3. Shares subject to the Plan The Board of Directors of the Corporation shall authorize from time to time the issue of such number of shares of the Corporation pursuant to the Plan as may be necessary to permit the Corporation to meet its obligations under the Plan or may satisfy its obligations under the plan by way of Shares purchased by or through the market. Subject to any adjustment provided for in section 10, the aggregate number of Shares covered by Options granted to Optionees (as hereinafter defined), with respect to any year, pursuant to the Plan shall not, in any case, ever exceed (i) the total amount of Shares which may be held under option under the guidelines of any stock exchange on which the Shares of the Corporation are listed; and (ii) the ceiling per year set from time to time by the Board of Directors of the Corporation. 4. Grant of Options After a consultation with the Chief Executive Officer and subject to confirmation by the Board of Directors the Committee shall from time to time, on an annual basis, or PAGE 1 otherwise as may be determined by the Board of Directors, choose from among key managers those managers ("Optionees") to whom it recommends that Options should be granted and the number of Shares which it recommends be covered by each such grant. The date of confirmation by the Board of Directors of the grant of an Option is hereinafter referred to as the effective date ("Effective Date"). Each Option shall be confirmed by an instrument in writing issued by the Corporation to the Optionee. Any Optionee, at the time of granting of an Option, may hold more than one Option. 5. Subscription Price The subscription price for each Share covered by an Option shall be established by the Committee at 100% of the market value (as hereinafter defined) of a Share on the last trading day prior to the Effectie Date. 6. Option Period Each Option shall be exercisabale by the Optionee during a period ("Option Period") established by the Committee which shall terminate not later than ten years after the Effective Date, and also provided that: 6.1 in the event of the death of the Optionee while in the employ of the Corporation or any subsidiary, the Option Period for Options outstanding at the time of death for which the right to exercise had accrued shall terminate 12 months after the date of death (but not after the termination date of the Option first established by the Committee), and the Optionee's estate shall have the right prior to such termination to exercise the Options at any time with respect to all or, from time to time, with respect to any part of the Shares which the Optionee had not exercised pursuant to such Options. Options for which the right to exercise had not yet accrued may also be similarly exercised by the Optionee's estate; 6.2 if an Optionee's employment terminates, other than by death or disability, the Option Period for Options then outstanding and vested shall terminate 30 days after the date of termination and the Optionee (or the Optionee's estate in the event of death after termination) shall have the right prior to such termination to exercise the Options which are vested with respect to all or, from time to time, with respect to any part of the Shares which the Optionee had not exercised pursuant to such Options which are vested; all unvested Options shall terminate on the date of any such termination; and PAGE 2 6.3 if an Optionee's employment terminates for reason of disability, the Option Period for Options then outstanding shall vest and terminate on the dates as set forth in the Option as if the Optionee were still an employee. All rights uner an Option unexercised at the termination of the Option Period shall be forfeited. 7. Exercise of Option The Committee may determine at the Effective Date to permit exercise of an Option at certain times during the Option Period and to permit vesting of the Option in varying amounts during the Option Period and if not so determined shall vest as to 20% immediately and as to the remaining 80% shall vest in four equal instalments in the four succeeding years of the Option. An Option may only be exercised after accrual or vesting (with respect to that portion vested), in whole at any time, or in part from time to time. The subscription price for Shares shall be paid in full in cash at the time of exercise of the Option. 8. Delivery of Share Certificates On the exercise of an Option, the Corporation shall deliver to the Optionee or, in the event of death of the Optionee, to the Optionee's estate, certificates for the resulting Shares registered in the name of the Optionee. 9. Non-assignable No Option or any interest therein shall be assignable by the Optionee otherwise than by will or the laws governing the devolution of property in the event of death. During the lifetime of the Optionee the Option shall be exercisable only by the Optionee or the Optionee's legal representative. 10. Effects of Alteration of Share Capital In the event that the outstanding Shares of the Corporation shall be changed into or exchanged for a different number or kind of securities of the Corporation or of another corporation, whether through an arrangement, amalgamation or other similar statutory procedure, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Share subject to any such Option, for each Share authorized for issuance pursuant to the Plan but not yet covered by an Option and the maximum number of shares issuable with respect to any year, the number and kind of securities into which each outstanding share shall be so changed or for which each such Share shall be exchanged. PAGE 3 In the event there shall be any change, other than as specified about in this section, in the number or kind of outstanding Shares of the Corporation or of any securities into which such Shares shall have been changed or for which it shall have been exchanged, then an equitable adjustment shall be made in the number or kind of shares thereto for authorized for issuance pursuant to the Plan but not yet covered by an Option, of the Shares then subject to an Option or Options, and in the maximum number of Shares issuable with respect to any year, such adjustment to be reasonably determined by the Committee and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this section, the Option price in each Share Option agreement for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied. Such variation shall generally require that the number of securities covered by the Option after the relevant event multiplied by the revised Option price shall equal the number of shares covered by the Option prior to the relevant event multiplied by the original Option price. No adjustment or substitution provided for in this section shall require the Corporation in any Share Option agreement to issue a fractional Share and the total substitution or adjustment with respect to each share Option agreement shall be limited accordingly. 11. Amendment and Termination The Board of Directors of the Corporation may from time to time amend, suspend or terminate the Plan in whole or in part. No such amendment, suspension or termination may, without the consent of any Optionee holding Options then issued and outstanding and unexercised, adversely affect the right of such Optionee. 12. Listing The obligation of the Corporation to issue Shares pursuant to the Plan shall be subject to the condition that listing or authorization for listing of such Shares on the stock exchange on which the shares are listed (the "Exchange"), if required, shall have been obtained. 13. Effective Date of Plan The effective date of the Plan shall be June 1, 1993. 14. Certain Definitions For purposes of the Plan: PAGE 4 "key managers" shall include the officers or other managers of the Corporation, or of any subsidiary of the Corporation, who in the opinion of the Committee have demonstrated a capacity for contributing in a substantial measure to the successful performance of the Corporation or of such subsidiaries; "market value" shall mean the closing price for a board lot of Shares on the principal Exchange on which the Shares are listed on the relevant day, or if at least one board lot of Shares shall not have been traded on that day, on the next preceding day for which at least one board lot was so traded and if the Shares are not listed on any Exchange shall mean the market value as established by the Board of Directors at the date of the agreement; "retirement" shall mean retirement in accordance with the provisions of the retirement plan of the Corporation or subsidiary covering the Optionee and, if the Optionee is not covered by such a plan, as determined by the Committee; and "subsidiary" shall mean any corporation a majority of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other subsidiaries. KEY EMPLOYEE SHARE OPTION PLAN WHEREAS the board of directors of the Company approved the establishment of the Key Employee Share Option Plan - 1994 (the "Plan"); AND WHEREAS The Toronto Stock Exchange have requested an annulment to the Plan. NOW THEREFORE be it resolved that the Plan be amended by deleting paragraph 3 and replacing it with the following: "3. Shares subject to the Plan The Board of Directors of the Corporation shall authorize from time to time the issue of such number of shares of the Corporation pursuant to the Plan as may be necessary to permit the Corporation to meet its obligations under the Plan or may satisfy its obligations under the Plan by way of Shares purchased by or through the market. Subject to any adjustment provided for in section 10, the aggregate number of Shares covered by Options granted to Optionees (as hereinafter defined), with respect to any year, pursuant to the Plan shall not, in any case, ever exceed (i) the total amount of Shares which may be reserved for issuance and held under option under this Plan or any other plans granted by the Corporation, 10% of the issued and outstanding Shares of or such other number as may be established under the guidelines of any stock PAGE 5 exchange on which the Shares of the Corporation are listed; and (ii) the ceiling per year set from time to time by the Board of Directors of the Corporation." PAGE 6 EX-4.8 5 EXHIBIT 4.8 Exhibit 4.8 Dated for reference purposes only - August 31, 1988 MACDONALD, DETTWILER AND ASSOCIATES LTD. 1988 KEY EMPLOYEE SHARE OPTION PLAN (MSOP-88) SECTIN 1 - DEFINITIONS This 1988 Key Employee Share Option Plan (MSOP-88) of MacDonald, Dettwiler and Associates Ltd. established the 11th day of March, 1988 with effect from and after April 1, 1988. 1.1 In the Plan, the following words shall have the following meaning: "Common Shares" means the common voting shares of MacDonald Dettwiler as from time to time constituted; "Company" means MacDonald Dettwiler, or any subsidiary, all of whose voting shares are owned by MacDonald Dettwiler; "Directors" means the Board of Directors of MacDonald Dettwiler as from time to time constituted; "Employee" means any person who is a permanent employee of the Company, who works for at least 25 hours per week; "ESOP-88" means the 1988 Employee Share Option Plan of MacDonald Dettwiler dated March 11, 1988, as from time to time amended; "Key Employee" means those Employees who are key Employees of the Company as determined by the Directors; "Leaving Date" means the earliest date on which the Key Employee completes his service and ceases to be employed with the Company (whether caused voluntarily by resignation or involuntarily by dismissal or disability), or on which the Key Employee dies or on which his services are otherwise terminated; "MacDonald Dettwiler" means MacDonald, Dettwiler and Associates Ltd.; PAGE 1 "MSOP-II" means the Management Share Option Plan II of MacDonald Dettwiler dated April 1, 1985, as from time to time amended; "Option" means the right to acquire Option Shares pursuant hereto; "Option Shares" means the number of Common Shares of MacDonald Dettwiler for which Options are granted as determined in Article 3 hereof; "Plan" means this Key Employee Share Option Plan (MSOP-88), as from time to time amended; "Secretary" means the secretary of MacDonald Dettwiler; "Subscription" means for any Key Employee, the number of Option Shares subscribed for; "Subscription Price" for each of the fiscal years means the price as established pursuant to Section 5 hereof; "TSE" means The Toronto Stock Exchange. SECTION 2 - ELIGIBILITY 2.1 No person may be a Key Employee or be granted an Option hereunder to acquire Option Shares unless that person is an Employee. 2.2 The Directors shall select those Employees who are entitled to become Key Employees for the purpose of each fiscal year during the term of this Plan. The Directors may in their discretion appoint a committee of not less than three persons (of which not more than one person may be an Employee) to consider and, if thought fit, approve such recommendations, which approval shall be deemed to be designated by the Directors. SECTIN 3 - NUMBER OF OPTION SHARES AND TERM 3.1 The number of Option Shares available for grant under this Plan and MSOP II shall not exceed 400,000 Common Shares, the amount to be granted in each fiscal year to be as determined by the Directors. 3.2 The term of this Plan shall be 5 years from March 31, 1988 to March 31, 1992 provided, however, that with respect to any granted Option same may have a term permitting vesting in excess of the 5 years and with respect to any vested PAGE 2 Option same may have a term permitting exercise thereof in excess of the 5 years. SECTION 4 - GRANT OF OPTION 4.1 The Company shall grant Options to Key Employees in respect of each fiscal year of the Company commencing with the fiscal year ending March 31, 1988 to and including the fiscal year ending March 31, 1992 in the manner as hereafter provided. 4.2 Each Key Employee, for each fiscal year that he is a Key Employee shall, subject to compliance with the terms hereof, be granted an Option to purchase such number of Option Shares as determined by the Directors in each fiscal year of the Plan. The Key Employee will be entitled to earn or be vested in the amount of Option Shares granted to a Key Employee under this Plan in equal annual instalments over a 5 year period after the date of the grant. 4.3 Any Option hereunder is not transferable. SECTION 5 - SUBSCRIPTION PRICE 4.1 The Subscription Price for any Option Shares granted hereunder shall be: (a) if the Common Shares are not listed on the TSE, the price as determined by the Directors; or (b) if the Common Shares are listed on the TSE, the average closing market price of the Common Shares on the TSE for the 10 days preceding the date of the grant less the maximum discount permitted by the TSE. Notwithstanding the foregoing, if any Option Shares have been granted hereunder and have not vested in the Key Employee prior to the listing of the Common Shares on the TSE, the Subscription Price may be changed to be the Subscription Price permitted by the TSE. SECTION 6 - VESTING OF OPTION SHARES 5.1 Any Option granted to a Key Employee and Subscription for Option Shares hereunder by that Key Employee shall vest in and shall entitle that Key Employee to purchase and pay for the Option Shares contained in any Option and subscribed for by the Key Employee at the respective Subscription Price therefore, upon the Key Employee achieving objectives specified by the Directors such that if the actual achievement to the objective is 100% or more, PAGE 3 the Key Employee shall be vested in 100% of the Option Shares available under his grant for that fiscal year; if the actual achievement to the objective is 50% the Key Employee will be vested in 25% of the Option Shares available under his grant for that fiscal year; if the actual achievement to the objective is less than 50% the Key Employee will lose all entitlement to the Option Shares for that fiscal year. Any achievements between such percentages shall be pro rated. Notwithstanding the foregoing, the Directors may grant additional Option Shares in the event of extraordinary achievements. 6.2 The Secretary shall advise the Key Employee of the number of Option Shares vested in each fiscal year. 6.3 Upon vesting any Option Shares may, subject to the terms hereof, be purchased over a 3 year period from the date of the vesting. Any Option Shares which are vested and not purchased by the expiration of the 3 year period shall remain in the Treasury of MacDonald Dettwiler. SECTION 7 - SUBSCRIPTION AND EXERCISE TERMS 7.1 A Key Employee wishing to exercise any Option for vested Option Shares shall give notice, in writing, to the Secretary exercising the Option, subscribing for all or any part of the Option Shares then vested and paying the applicable Subscription Price for such Option Shares subscribed for. 7.2 Notwithstanding the foregoing, no Key Employee shall be entitled to subscribe for any Vested Option Shares hereunder, or purchase or pay for any vested Option Shares which are subscribed for, if such Key Employee does not purchase his full entitlement to Option Shares under ESOP-88 for that fiscal year, if the ESOP-88 offering is then current and for all previous fiscal years under ESOP-88 during which the Key Employee was a participant under both ESOP-88 and hereunder. 7.3 After receipt of payment for any Subscriptions, MacDonald Dettwiler shall issue to each Key Employee a share certificate representing the Option Shares purchased hereunder in the name of the Key Employee. SECTION 8 - TERMINATION OF OPTION OR SEPARATION 8.1 If a Key Employee ceases to be an Employee for any reason whatsoever, the Key Employee shall only have the right to purchase those Option Shares which have vested prior to the Key Employee s Leaving Date and shall have the right to purchase any Option Shares which are so vested at that time, at any time or from time to time during the balance of the 3 year period with respect thereto. PAGE 4 8.2 If a Key Employee shall cease to be an Employee by reason of death, the executor or personal representatives shall have the right the same rights as set forth in paragraph 8.1 hereof with respect to the Option Shares which have vested for that Key Employee. SECTION 9 - GENERAL 9.1 In the event the authorized capital of the Company as presently constituted is consolidated into a lesser number of Common Shares or subdivided into a greater number of Common Shares, the number of Common Shares with respect to which the Option has been granted or subscribed for shall be decreased or increased proportionately, as the case may be, and the price to be paid by the Employee for each such Common Share shall be adjusted accordingly and the Employee shall have the benefit of any stock dividend declared, from the date as of which the Option is granted until the right to purchase the Common Shares under the Option terminates, with respect to the Common Share which may be purchased under the Option. 9.2 From time to time, the Directors may amend any provision of the Plan, including increasing the Subscription Price for any unissued Option Shares, or terminate the Plan but no amendment or termination shall divest any Employee of his Option or any right an Employee may have in respect thereof, which is then exercisable, without the consent of such Employee. UPON MOTION duly made and seconded, and after discussion, it was UNANIMOUSLY RESOLVED that 300,000 Common Shares be and these are hereby allocated for issue to eligible employees under the Employee Share Option Plan (ESOP-88) as at June 1, 1992 at a price per share of $3.60. Employees must pay for subscribed shares no later than May 30, 1996. Any shares acquired under this allocation of ESOP-88 and disposed of by employees before May 30, 1993 must be sold to the Company for proceeds equal to cost. PAGE 5 AMENDMENT NO. 1 TO THE 1988 KEY EMPLOYEE STOCK OPTION PLAN OF MacDONALD, DETTWILER AND ASSOCIATES LTD. In accordance with the Plan of Arrangement implemented pursuant to that certain Combination Agreement dated as of August 31, 1995 and amended on September 29, 1995 by and between MacDonald, Dettwiler and Associates Ltd., Orbital Sciences Corporation and 3173623 Canada Inc. (terms defined in the Combination Agreement and not otherwise defined herein are used with the meanings therein defined), the KESOP 88 shall be amended by deleting the words in subsection 9.1 and replacing them with the words following: "In the event that the outstanding Shares of the Company shall be changed into or exchanged for a different number or of kind of securities of the Company or of another corporation, whether through an arrangement, amalgamation or other similar statutory procedure, or a share capitalization, sub-division or consolidation, then there shall be substituted for each Share subject to any such Option, for each share authorized for issuance pursuant to the Plan but not yet covered by an Option and for the maximum number of Shares issuable under the Plan with respect to any year, the number and kind of securities into which each outstanding Share shall be so changed or for which each such Share shall be exchanged. In the event that there shall be any change, other than as specified in this subsection, in the number or kind of outstanding Shares of the Company or of any securities into which such Shares shall have been changed or for which Shares shall have been exchanged, then an equitable adjustment shall be made in the number or kind of Shares or any such securities theretofore authorized for issuance pursuant to the Plan but not yet covered by an Option, of the Shares or any such securities then subject to an Option or Options, and the maximum of Shares or any such securities issuable under the Plan with respect to any year, such adjustment to be reasonably determined by the Directors and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this subsection, the Option price for each share option agreement for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied. Such variation shall generally require that the number of securities covered by the Option after the relevant event multiplied by the revised Option price shall equal the number of shares covered by PAGE 6 the Option prior to the relevant event multiplied by the original Option price. No adjustment or substitution provided for in this subsection shall require the Company in any share option agreement to issue a fractional Share and the total substitution or adjustment with respect to each share option agreement shall be limited accordingly." Dated this 17th day of November, 1995. Per: /s/ Robert Wallis MacDONALD, DETTWILER AND ASSOCIATES LTD. PAGE 7 EX-4.9 6 EXHIBIT 4.9 Exhibit 4.9 Dated for reference purposes only August 31, 1988 MACDONALD, DETTWILER AND ASSOCIATES LTD. 1988 EMPLOYEE SHARE OPTION PLAN SECTION 1 - DEFINITIONS This 1988 Employee Share Option Plan of MacDonald, Dettwiler and Associates Ltd. established the 11th day of March, 1988 with effect from and after April 1, 1988. 1.1 In the Plan, the following words shall have the following meaning: "Act" means the Employee Share Ownership Act (British Columbia) and the regulations thereunder as from time to time amended; "Common Shares" means the common voting shares of MacDonald Dettwiler as from time to time constituted; "Company" means MacDonald Dettwiler, or any subsidiary, all of whose voting shares are owned by MacDonald Dettwiler; "Directors" means the Board of Directors of MacDonald Dettwiler; "Discount Factor" means the maximum discount factor as permitted by the rules of the TSE; "Employee" means any person who is a permanent employee of the Company, employed for 25 hours or more per week and who has completed six full months of employment with the Company after his Employment Date, and prior to March 31 of each year; "Employee Salary" means for each Employee the current annual gross salary, excluding bonuses but including commissions paid or payable, if any, in respect of the applicable fiscal year; "Employment Date" means the date at which the Employee commenced his current employment with the Company; PAGE 1 "Leaving Date" means the earliest date on which the Employee completes his service and ceases to be employed with the Company (whether caused voluntarily by resignation or involuntarily by dismissal or disability), or on which the Employee dies or on which his services are otherwise terminated; "MacDonald Dettwiler" means MacDonald, Dettwiler and Associates Ltd.; "Market Price per Share" means the closing price of the Common Shares on the TSE; "Option" means the right to acquire Option Shares pursuant hereto; "Option Exercise Date" means the date 45 days after the Secretary of MacDonald Dettwiler has given notice of Option pursuant to paragraph 4.2 hereof; "Option Shares" mean the number of Common Shares of MacDonald Dettwiler which are available for Options as determined in Article 3 hereof; "Participation Factor" means 1 divided by the estimated participation factor determined by the Directors; "Subscription" means for any Employee, the number of Option shares subscribed for; "Subscription Price" for each fiscal year when the Common Shares are not listed on the TSE means the price per Common Share determined by the Directors, and when the Common Shares are listed on the TSE means the average closing Market Price per Share on the TSE for the 10 days preceding the date of calculation multiplied by (1 - the Discount Factor); "TSE" means The Toronto Stock Exchange; "Total Payroll" means the aggregate Employees' Salaries for all Employees at the end of the fiscal year. SECTION 2 - ELIGIBILITY 2.1 No person may be granted an Option to acquire Option Shares unless that person is an Employee. PAGE 2 2.2 All Employees, as of the end of each fiscal year during the term hereof may be participants hereunder whether or not such Employees are also participants in any other employee or management share purchase or option plan of MacDonald Dettwiler. 2.3 Any participant who ceases to be an Employee for any reason will at his Leaving Date forfeit all rights to exercise any Option granted hereunder. SECTION 3 - NUMBER OF OPTION SHARES 3.1 The number of Option Shares to be available to Employees for the life of the Plan shall not exceed 1,300,000 Common Shares and for any fiscal year during the term hereof shall be the number of Option Shares determined by the Directors as of the end of such fiscal year. SECTION 4 - GRANT OF OPTION 4.1 The Company shall grant Options to Employees in respect of each fiscal year of the Company commencing with the fiscal year ending March 31, 1988 to and including the fiscal year ending March 31, 1992 in the manner as hereafter provided such period being called the term hereof. 4.2 All Employees, except as hereafter provided, shall be granted an Option on or before 90 days after the end of each fiscal year of the Company, in such form as determined by the Secretary of the Company and to include the total number of Option Shares available to each Employee, and the Subscription Price thereof. 4.3 The number of Option Shares available to each Employee shall be equal to the number of Option Shares obtained by the following formula: (Employee Salary) x (total number of Option Shares) x (Total Payroll) (Participation Factor) (available for fiscal year) 4.4 If an Employee participating hereunder ceases to be an Employee prior to June 30 of that fiscal year and forfeits his Option in accordance with Paragraph 2.3 here, the number of Option Shares so forfeited shall be forfeited but may be used by the Directors for allocation in any subsequent fiscal year. 4.5 In the event that the total of all Option Shares subscribed for is less than the total number of Option Shares available in that year, the unsubscribed-for Option Shares be deemed to have been unissued and shall continue to remain in the Treasury of MacDonald Dettwiler. PAGE 3 4.6 Any Option hereunder is not transferable. SECTION 5 - EXERCISE TERMS 5.1 The Options to acquire all or part of any Option Shares must be exercised by notice, in writing, by an Employee to the Secretary of MacDonald Dettwiler, exercising the Option in such form as determined by the Secretary, on or before the Option Exercise Date, and full payment for the Option Shares being purchased at the applicable Subscription Price must be made to MacDonald Dettwiler on or before the June 30 following the Option Exercise Date. 5.2 Payment for Option Shares exercised and being purchased hereunder may be made either (i) by payment in full by June 30 following the Option Exercise Date; or (ii) by deduction from payroll over the period from May 1 to March 31 of the fiscal year following the grant of the Option, as elected by the Employee at the time of exercise of the Option. If an Employee elects to pay for Option Shares pursuant to (ii) above, the Employee will be charged interest on the amount outstanding from time to time calculated at the prime rate of interest of the Company's principal bankers on May 1 of each year and payable semi-monthly by such deduction. 5.3 No Option Shares will be issued until fully paid for. 5.4 The Employee shall as part of the purchase hereunder of the Option Shares agree to be bound by the terms of this Plan in the form as established by MacDonald, Dettwiler from time to time. 5.5 After receipt of payment in full for the Subscription, MacDonald Dettwiler shall issue to each Employee a share certificate representing the Option Shares purchased hereunder registered in the name of the Employee. SECTION 6 - CESSATION OF EMPLOYMENT 6.1 If an Employee (having elected to purchase shares by payroll deduction) ceases to be an Employee, for any reason whatsoever, prior to full payment for the Option Shares, he may elect to pay the balance of the Subscription Price for the Option Shares or, if he fails to so elect, he shall cease to be entitled to such Option Shares and MacDonald Dettwiler shall pay to him the amount paid by the Employee prior to his Leaving Date for such purchase but excluding interest. 6.2 If, prior to June 30 of the year following the purchase by an Employee of Option Shares, an Employee or a person who has ceased to be an Employee (for PAGE 4 any reason whatsoever) wishes to sell such Option Shares, the Employee shall be required to sell to MacDonald Dettwiler, and MacDonald Dettwiler shall be required to purchase from the Employee the Option Shares purchased by the Employee at the Subscription Price paid by the Employee for those shares within one month of the Employee notifying MacDonald Dettwiler that he wishes to sell such Option Shares. SECTION 7 - EMPLOYEE SHARE OWNERSHIP ACT 7.1 If this plan shall be registered under the Act, the following terms and conditions shall apply: (a) if any Employee shall make application under the Act for, and receive, an incentive under the Act, the share certificates for the Option Shares shall be legended as required by the Act and the share certificate for the Option Shares shall be held by the authorized person on behalf of the Employee for a period of 3 years following the issue of those Option shares, subject to the exceptions provided by the Act; (b) the plan may be amended in any manner whatsoever by the Directors in order to obtain registration under the Act; (c) the Option Exercise Date and the issue date for the Option may be extended by the Directors for the April 1, 1988 grant to permit registration of the Plan under the Act and at the discretion of the Directors, no shares will be issued until registration is obtained. SECTION 8 - GENERAL 8.1 In the event the authorized capital of the Company as presently constituted is consolidated into a lesser number of Common Shares or subdivided into a greater number of Common Shares, the number of Common Shares with respect to which the Option has been granted shall be decreased or increased proportionately, as the case may be, and the price to be paid by the Employee for each such Common Share shall be adjusted accordingly and the Employee shall have the benefit of any stock dividend declared, from the date as of which the Option is granted until the right to purchase the Common Shares under the Option terminates, with respect to the Common Share which may be purchased under the Option. PAGE 5 8.2 From time to time, the Directors may amend any provision of the Plan, including increasing the Subscription Price for any unissued Option Shares, or terminate the Plan but no amendment or termination shall divest any Employee of his Option or any right an Employee may have in respect thereof, which is then exercisable, without the consent of such Employee. PAGE 6 AMENDMENT NO. 1 TO THE 1988 EMPLOYEE STOCK OPTION PLAN OF MacDONALD, DETTWILER AND ASSOCIATES LTD. In accordance with the Plan of Arrangement implemented pursuant to that certain Combination Agreement dated as of August 31, 1995 and amended on September 29, 1995 by and between MacDonald, Dettwiler and Associates Ltd., Orbital Sciences Corporation and 3173623 Canada Inc. (terms defined in the Combination Agreement and not otherwise defined herein are used with the meanings therein defined), the ESOP 88 shall be amended by deleting the words in subsection 8.1 of the ESOP 88 and replacing them with the words following: "In the event that the outstanding Shares of the Company shall be changed into or exchanged for a different number or of kind of securities of the Company or of another corporation, whether through an arrangement, amalgamation or other similar statutory procedure, or a share capitalization, sub-division or consolidation, then there shall be substituted for each Share subject to any such Option, for each share authorized for issuance pursuant to the Plan but not yet covered by an Option and for the maximum number of Shares issuable under the Plan with respect to any year, the number and kind of securities into which each outstanding Share shall be so changed or for which each such Share shall be exchanged. In the event that there shall be any change, other than as specified in this subsection, in the number or kind of outstanding Shares of the Company or of any securities into which such Shares shall have been changed or for which Shares shall have been exchanged, then an equitable adjustment shall be made in the number or kind of Shares or any such securities theretofore authorized for issuance pursuant to the Plan but not yet covered by an Option, of the Shares or any such securities then subject to an Option or Options, and the maximum of Shares or any such securities issuable under the Plan with respect to any year, such adjustment to be reasonably determined by the Directors and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this subsection, the Option price for each share option agreement for each Share covered thereby prior to such substitution or adjustment will be proportionately and appropriately varied. Such variation shall generally require that the number of securities covered by the Option after the relevant event multiplied by the revised Option price shall equal the number of shares covered by PAGE 7 the Option prior to the relevant event multiplied by the original Option price. No adjustment or substitution provided for in this subsection shall require the Company in any share option agreement to issue a fractional Share and the total substitution or adjustment with respect to each share option agreement shall be limited accordingly." Dated this 17th day of November, 1995. Per: /s/ Robert Wallis MacDONALD, DETTWILER AND ASSOCIATES LTD. PAGE 8 EX-4.10 7 EXHIBIT 4.10 Exhibit 4.10 ASSUMPTION OF STOCK OPTION This is to confirm that pursuant to the Plan of Arrangement (the "Arrangement") among Orbital Sciences Corporation ("Orbital"), MacDonald Dettwiler Holdings Inc. ("Acquisition") and McDonald, Dettwiler and Associates, Ltd. ("MDA"), Orbital has assumed as of November 17, 1995 (the "Effective Date") the stock option issued to [Name] on [Option Date] for _____________ common shares of MDA at an exercise price equal to $Cdn _________ per share (the "MDA Option Price") (the "Option"), a copy of which is attached hereto and which Option was issued pursuant to the MacDonald Dettwiler [Plan Name]. As so assumed, the Option is for __________ shares of common stock, par value $.01 per share, of Orbital (the "Orbital Option Shares") (which is that number of shares currently issuable under the Option multiplied by the Exchange Ratio (as such term is defined in the Arrangement)) at an exercise price of U.S. $ [Exercise Price] per share (which is equal to the MDA Option Price divided by the Exchange Ratio and converted into U.S. dollars based an exchange ratio of $U.S.__________/$Cdn________ on the Effective Date). The Orbital Options under this Assumption of Stock Option shall vest in accordance with the vesting schedule specified in the Option. Except as specified herein, the term and all other terms and conditions of the Option shall be unchanged by the assumption thereof by Orbital. ORBITAL SCIENCES CORPORATION ACCEPTED AND ACKNOWLEDGED, the ____ day of ______________, 1995: By ______________________________ ___________________________________ David W. Thompson, President [Name] and Chief Executive Officer PAGE 1 EX-5 8 EXHIBIT 5 Orbital Sciences Corporation November 21, 1995 Page 1 Exhibit 5 November 21, 1995 Orbital Sciences Corporation 21700 Atlantic Boulevard Dulles, Virginia 20166 Ladies and Gentlemen: This opinion is rendered to you in connection with the Registration Statement on Form S-8, filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Registration Statement"), for the registration by Orbital Sciences Corporation (the "Company") of the sale by it of 328,399 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), from time to time pursuant to the following stock option plans of MacDonald, Dettwiler and Associates Ltd., a newly acquired subsidiary of the Company: Amended and Restated Key Employee Share Option Plan - 1994, Key Employee Share Option Plan - - 1993, Key Employee Share Option Plan - 1988, and Employee Share Option Plan - 1988, in each case as amended to date (together, the "Plans") (the 328,399 shares issuable pursuant to the Plans are collectively referred to herein as the "Shares"). We have acted as counsel for the Company in connection with the preparation and filing of the Registration Statement. In connection with this opinion we have examined the Restated Certificate of Incorporation and Bylaws of the Company and all amendments thereto and have examined and relied on the original, or copies certified to our satisfaction, of such records of meetings of the directors and stockholders of the Company, documents and other instruments, including the Plans, as in our judgment were necessary or appropriate to enable us to render the opinions express below. Based on the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware. 2. The Shares have been duly authorized and, when issued and sold by the Company pursuant to the Plans, will be validly issued, fully paid and non- assessable. PAGE 1 We hereby consent to your filing this opinion as an exhibit to the Registration Statement. We understand that this opinion is to be used only in connection with the offer and sale of the Common Stock described above while the Registration Statement is in effect. Very truly yours, /s/ Ropes & Gray Ropes & Gray PAGE 2 EX-23.2 9 EXHIBIT 23.2 Exhibit 23.2 ACCOUNTANTS' CONSENT The Board of Directors and Stockholders Orbital Sciences Corporation: We consent to the use of our reports incorporated by reference in the registration statement on Form S-8, which reports are included in the Company's 1994 Annual Report on Form 10-K. Our report on the consolidated financial statements refers to a change in accounting for income taxes. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Washington, D.C. November 16, 1995 PAGE 1 EX-23.3 10 EXHIBIT 23.3 Exhibit 23.3 ACCOUNTANTS' CONSENT The Board of Directors Orbital Sciences Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Orbital Sciences Corporation of our report dated May 25, 1995, except as to Note 8(d) which is as at September 29, 1995, with respect to the consolidated balance sheets of MacDonald, Dettwiler and Associates Ltd. as at March 31, 1995 and 1994, and the related consolidated statements of earnings, retained earnings and changes in financial position for each of the years in the three-year period ended March 31, 1995, which report appears in the Form 8- K of Orbital Sciences Corporation dated October 19, 1995. /s/ KPMG Peat Marwick Thorne Chartered Accountants Vancouver, Canada November 17, 1995 PAGE 1 -----END PRIVACY-ENHANCED MESSAGE-----