Exhibit 10(d)
LOCKHEED MARTIN CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
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March 15, 1995
As Amended December 7, 1995
ARTICLE I
PURPOSE
The purpose of this Plan is to give each non-employee Director of
Lockheed Martin Corporation the opportunity to be compensated for his or her
service as a Director on a deferred basis. The Plan is also intended to
establish a method of paying Director's compensation which will aid the
Corporation in attracting and retaining as members of the Board persons whose
abilities, experience and judgment can contribute to the success of the
Corporation.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have
the meaning specified below, unless the context clearly indicates to the
contrary:
Account means the bookkeeping account maintained by the Corporation on
behalf of a participating Director which is credited with the Director's
Deferred Compensation, including investment earnings credited under Section 4.2.
Beneficiary shall have the meaning specified in Section 7.2(b).
Board of Directors or Board means the Board of Directors of the
Corporation.
Committee means the Committee appointed to administer this Plan, as
provided in Section 6.1 hereof.
Corporation means Lockheed Martin Corporation, a Maryland corporation
and its successors.
Deferred Compensation means Director's Fees deferred pursuant to this
Plan and investment earnings credited thereto under Section 4.2.
Election Form means the form by which a Director elects to participate
in this Plan.
Director means a member of the Board of Directors of the Corporation
who is eligible to receive compensation in the form of Director's Fees and who
is not an officer or employee of the Corporation or any of its subsidiaries.
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Director's Fees means the fees payable to a Director for services as a
Director and for services on any Committee of the Board, including the amount of
any retainer paid to a non-employee for services as Chairman of the Board, but
excluding any amounts credited or stock distributed to a Director under the
Lockheed Martin Corporation Directors Deferred Stock Plan.
Effective Date means the effective date referred to in Section 7.8.
Plan means the Lockheed Martin Corporation Directors Deferred
Compensation Plan.
ARTICLE III
PARTICIPATION
3.1 Timing of Deferral Elections. In order to defer Director's fees
earned in any calendar year, a Director must make a deferral election by
executing and filing an Election Form before the commencement of that calendar
year or, in the case of a new Director, before the commencement of the
Director's term of office in that calendar year. Individuals who are Directors
on the Effective Date of the Plan must make their deferral election before the
Effective Date in order to defer Director's Fees to be earned in the calendar
year that includes the Effective Date.
3.2 Terms of Deferral Elections. A Director's deferral election for
a calendar year shall specify the percentage (which may equal 100%) of the
Director's Fees to be earned by the Director for that year which are to be
deferred under this Plan. A Director's deferral election shall remain in effect
for each subsequent calendar year, unless the Director duly files a revised
Election Form or written revocation of the election before the beginning of the
subsequent calendar year. A Director's deferral election shall be irrevocable
during any calendar year in which it is in effect.
ARTICLE IV
CREDITING OF ACCOUNTS
4.1 Crediting of Director's Fees. Director's Fees that a Director
has elected to defer shall be credited to the Director's Account as of the first
day of the month in which the Director's Fees would have been payable to the
Director if no deferral election had been made under this Plan. The elected
deferral percentage shall apply to all Director's Fees earned by the Director
during a calendar year.
4.2 Crediting of Investment Earnings. As of the last day of each
month, a Director's Account shall be credited to reflect investment earnings (or
loss) for the month, based on the Director's investment selections under this
Section 4.2. A Director may elect to have his or her Account credited with
investment earnings for each month as if the Director's Account balance had been
invested and earned
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(a) interest at a rate equal to one twelfth (1/12) of the annual
prime rate as set by Citibank, N.A., New York, New York, on the last
day of the preceding month,
(b) a return equal to that of the published index for the Standard &
Poors 500 (with dividends) for the month, or
(c) a combination of (a) and (b).
A Director's initial investment selections must be made by the date that the
Director's initial deferral election takes effect. A Director may change his or
her investment selections with respect to all amounts credited to the Director's
Account, including amounts deferred in prior periods. A change of investment
selections must be made by filing a revised Election Form in advance of the
month in which the change is to take effect.
4.3 Account Balance as Measure of Deferred Compensation. The
Deferred Compensation payable to a Director (or the Director's Beneficiary)
shall be measured by, and shall in no event exceed, the sum of the amounts
credited to the Director's Account.
ARTICLE V
PAYMENT OF DEFERRED COMPENSATION
5.1 Manner of Distribution.
(a) Lump sum payments. A Director's Deferred Compensation shall be
paid as a lump sum cash payment equal to the balance credited to the Director's
Account on the December 31 that is coincident with or next follows the date of
the termination of the Director's status as a Director, unless the Director has
elected to receive installment payments in accordance with Section 5.1(b).
(b) Installment payments. A Director may elect to have the Director's
Deferred Compensation distributed in annual installments over a maximum period
of ten (10) years. The amount of each annual installment shall be determined by
dividing the Director's Account balance (or the portion of the Account balance
to which the installment election applies) on the December 31 preceding the
payment date by the number of years remaining in the elected installment period.
A Director's election to receive installment payments with respect to Director's
fees deferred in any calendar year must be made on an Election Form duly filed
no later than the latest date on which a deferral election may be made for that
calendar year under Section 4.1. A Director's installment election shall remain
in effect with respect to Director's fees deferred in each subsequent calendar
year, unless the Director duly files a revised Election Form before the
beginning of the subsequent calendar year. An installment election shall be
irrevocable with respect to Director's fees deferred (and allocable investment
earnings) in any calendar year for which the installment election is in effect.
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(c) Deferral For Directors Fees Earned in 1996. A Director may elect
to have the Director's Deferred Compensation earned during the 1996 calendar
year credited and paid as a lump sum under (a) or annual installments under (b)
except that payment (or installments, as the case may be) will be made (or
commence) on January 1, 1998, or as soon as practicable thereafter regardless of
whether the Director has terminated service as a Director.
5.2 Commencement of Payments. Except as provided in Sections 5.1(c)
and 5.4, the payment of Deferred Compensation to a Director shall be made or
commence in January of the first calendar year following the year in which the
Director ceases to be a Director, whether due to resignation, retirement,
disability, death, or otherwise. Installment payments shall continue to be made
in January of each succeeding year until all installments have been paid.
5.3 Death Benefits. In the event that a Director dies before payment
of the Director's Deferred Compensation has commenced or been completed, the
balance of the Director's Account shall be distributed to the Director's
Beneficiary commencing in the January following the date of the Director's death
in accordance with the manner of distribution (lump sum or annual installments)
elected by the Director for payments during the Director's lifetime. However,
upon good cause shown by a Beneficiary or personal representative of the
Director, the Committee, in its sole discretion, may reject a Director's
installment election and instead cause the Director's death benefits to be paid
in a lump sum.
5.4 Emergency Withdrawals. In the event of an unforeseeable
emergency prior to the commencement of distributions or after the commencement
of installment payments, the Committee may approve a distribution to a Director
(or Beneficiary after the death of a Director) of the part of the Director's
Account balance that is reasonably needed to satisfy the emergency need. An
Emergency withdrawal will be approved only in a circumstance of severe financial
hardship to the Director (or Beneficiary after the death of the Director)
resulting from a sudden and unexpected illness or accident of the Director (or
Beneficiary, as applicable) or of a dependent of the Director (or Beneficiary,
as applicable), loss of property due to casualty, or other similar extraordinary
or unforeseeable circumstance arising from events beyond the control of the
Director (or Beneficiary, as applicable). The investment earnings credited to
the Director's Account shall be determined as if the withdrawal had been debited
from the Director's Account on the first day of the month in which the
withdrawal occurs.
5.5 Corporation's Right to Withhold. There shall be deducted from
all payments under this Plan the amount of taxes, if any, required to be
withheld under applicable federal or state tax laws. The Directors and their
Beneficiaries will be liable for payment of any and all income or other taxes
imposed on Deferred Compensation payable under this Plan.
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ARTICLE VI
ADMINISTRATION, AMENDMENT AND TERMINATION
6.1 Administration by Committee. This Plan shall be administered by
a Committee of three consisting of the (i) Chief Financial Officer of the
Corporation, (ii) Secretary of the Corporation, and (iii) Treasurer of the
Corporation. The Committee shall act by vote or by written consent of a
majority of its members. The Committee's resolution of any question regarding
the interpretation of this Plan shall be subject to review by the Board, and the
Board's determination shall be final and binding on all parties.
6.2 Amendment and Termination. This Plan may be amended, modified,
or terminated by the Board at any time, except that no such action shall
(without the consent of affected Directors or, if appropriate, their
Beneficiaries or personal representatives) adversely affect the rights of
Directors or Beneficiaries with respect to compensation earned and deferred
under this Plan prior to the date of such amendment, modification, or
termination.
ARTICLE VII
MISCELLANEOUS
7.1 Limitation on Directors' Rights. Participation in this Plan
shall not give any Director the right to continue to serve as a member of the
Board or any rights or interests other than as herein provided. No Director
shall have any right to any payment or benefit hereunder except to the extent
provided in this Plan. This Plan shall create only a contractual obligation on
the part of the Corporation as to such amounts and shall not be construed as
creating a trust. The Plan, in and of itself, has no assets. Directors shall
have only the rights of general unsecured creditors of the Corporation with
respect to amounts credited to or payable from their Accounts.
7.2 Beneficiaries.
(a) Beneficiary Designation. Subject to applicable laws (including
any applicable community property and probate laws), each Director may designate
in writing the Beneficiary that the Director chooses to receive any payments
that become payable after the Director's death, as provided in Section 5.3. A
Director's Beneficiary designation shall be made on forms provided and in
accordance with procedures established by the Corporation and may be changed by
the Director at any time before the Director's death.
(b) Definition of Beneficiary. A Director's "Beneficiary" or
"Beneficiaries" shall be the person or persons, including a trust or trusts,
validly designated by the Director or, in the absence of a valid designation,
entitled by will or the laws of descent and distribution to receive the amounts
otherwise payable to the Director under this Plan in the event of the Director's
death.
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7.3 Rights Not Assignable; Obligations Binding Upon Successors. A
Director's rights under this Plan shall not be assignable or transferable and
any purported transfer, assignment, pledge or other encumbrance or attachment of
any payments or benefits under this Plan, or any interest thereon, other than
pursuant to Section 7.2, shall not be permitted or recognized. Obligations of
the Corporation under this Plan shall be binding upon successors of the
Corporation.
7.4 Governing Law; Severability. The validity of this Plan or any of
its provisions shall be construed, administered, and governed in all respects
under and by the laws of the State of Maryland. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
7.5 Annual Statements. The Corporation shall prepare and send a
statement to the Director (or to the Director's Beneficiary after the Director's
death) showing the balance credited to the Director's Account as of December 31
of each year for which an Account is maintained with respect to the Director.
7.6 Headings Not Part of Plan. Headings and subheadings in this Plan
are inserted for reference only and are not to be considered in the construction
of this Plan.
7.7 Consent to Plan Terms. By electing to participate in this Plan,
a Director shall be deemed conclusively to have accepted and consented to all of
the terms of this Plan and to all actions and decisions of the Corporation,
Board, or Committee with regard to the Plan. Such terms and consent shall also
apply to and be binding upon each Director's Beneficiary or Beneficiaries,
personal representatives, and other successors in interest.
7.8 Effective Date. This Plan shall become effective on the date
that the proposed plan of combination between Lockheed Corporation and Martin
Marietta Corporation has been approved by the stockholders of both corporations
and becomes effective. This Plan shall apply only to Director's Fees earned by
Directors after that date.