Exhibit 10(f)
Lockheed Martin Corporation
Directors Charitable Award Plan
Plan Document Amended and Restated
Effective June 1, 1995
The Lockheed Martin Corporation Directors Charitable Award Plan ("Plan") was
originally adopted effective July 1, 1994 as the Martin Marietta Corporation
Directors Charitable Award Plan ("Prior Plan"). Effective March 15, 1995,
Lockheed Martin Corporation (the "Corporation") assumed the rights and
obligations of Martin Marietta Corporation under the Prior Plan. Effective June
1, 1995, the Corporation adopted the Prior Plan and amended and restated the
Prior Plan to make it applicable to members of the Board of Directors of the
Corporation.
1. PURPOSE OF THE PLAN
The Plan allows each eligible Director of the Corporation to recommend that
the Corporation make a donation of up to $1,000,000 to the eligible tax-
exempt organization(s) (the "Donee(s)") selected by the Director, with the
donation to be made, in the Director's name, in ten equal annual
installments, with the first installment to be made as soon as is
practicable after the Director's death. The purpose of the Plan is to
recognize the interest of the Corporation and its Directors in supporting
worthy educational institutions and/or charitable organizations.
2. ELIGIBILITY
All persons serving as Directors of the Corporation as of June 1, 1995,
shall be eligible to participate in the Plan. Any Director who joins the
Corporation's Board of Directors after that date shall be immediately
eligible to participate in the Plan upon election to the Board.
Individuals who were Directors of Martin Marietta Corporation on March 15,
1995 are also eligible for benefits under the Plan.
3. AMOUNT AND TIMING OF DONATION
Each eligible Director may choose one organization to receive a Corporation
donation of $1,000,000, or up to five organizations to receive donations
aggregating $1,000,000. Each recommended organization must be designated
to receive a donation of at least $100,000. The donation will be made by
the Corporation in ten equal annual installments, with the first
installment to be made as soon as is practicable
after the Director's death, and each later installment to be made at
approximately the same time in the following years. If a Director
recommends more than one organization to receive a donation, each will
receive a prorated portion of each annual installment as follows: Each
annual installment payment will be divided among the recommended
organizations in the same proportions as the total donation amount has been
allocated among the organizations by the Director.
4. DONEES
In order to be eligible to receive a donation, a recommended organization
must be a tax-exempt charitable organization or educational institution and
must initially, and at the time a donation is to be made, be able to
demonstrate receipt of an IRS notice of qualification to receive tax
deductible contributions, if requested by the Corporation, and be reviewed
and approved by the Directors Charitable Award Plan Committee (the
"Committee"). The Committee may disapprove a donation if it determines
that a donation to the organization would be detrimental to the best
interests of the Corporation. A Director's private foundation is not
eligible to receive donations under the Plan. If an organization
recommended by a Director ceases to qualify as a Donee, and if the Director
does not submit a form to change the recommendation before his or her
death, the amount recommended to be donated to the organization will
instead be donated to the Director's remaining qualified Donee(s) on a
prorata basis. If all of a Director's recommended organizations cease to
qualify, the amount will be donated to organizations selected by the
Corporation. A Director may not receive any property or economic benefit
from an organization as a result of recommending it as a Donee under the
Plan; a violation of this requirement will render the Director's
recommendation of the Donee void.
5. RECOMMENDATION OF DONATION
When a Director becomes eligible to participate in the Plan, he or she
shall make a written recommendation to the Corporation, on a form approved
by the Corporation for this purpose, designating the Donee(s) which he or
she intends to be the recipient(s) of the Corporation donation to be made
on his or her behalf. A Director may revise or revoke any such
recommendation prior to his or her death by signing a new recommendation
form and submitting it to the Corporation.
A Director may choose to place restrictions on the use of funds he or she
recommends to be donated to an organization. The Corporation will advise
the Donee of the restrictions, but the Corporation will not be responsible
for monitoring the use of the funds by the organization to ensure
compliance with the restrictions. However, the Committee may, in its
discretion, suspend any remaining donation installments for the
organization if it becomes aware that the funds are not being used in a
manner which is consistent with the restrictions.
6. VESTING
A Director will become vested in the Plan upon the completion of sixty full
months of service as a Director, or if he or she dies, retires or becomes
disabled while serving as a Director. Service as a member of the Board of
Directors of Lockheed Corporation prior to June 1, 1995 will be counted as
vesting service. If a Director terminates Board service before becoming
vested (other than on account of death, retirement or disability), no
donation will be made on his or her behalf. A Director will be considered
to have retired if he or she has attained mandatory retirement age for
Directors as set forth in the Corporation's By-laws.
7. FUNDING AND PLAN ASSETS
The Corporation may fund the Plan or it may choose not to fund the Plan.
If the Corporation elects to fund the Plan in any manner, neither the
Directors (or their heirs or assigns) nor their recommended Donee(s) shall
have any rights or interests in any assets of the Corporation identified
for such purpose. Nothing contained in the Plan shall create, or be deemed
to create, a trust, actual or constructive, for the benefit of a Director
or any Donee recommended by a Director to receive a donation, or shall
give, or be deemed to give, any Director or recommended Donee any interest
in any assets of the Plan or the Corporation. If the Corporation elects to
fund the Plan through life insurance policies, a participating Director
agrees to cooperate and fulfill the enrollment requirements necessary to
obtain insurance on his or her life.
8. AMENDMENT OR TERMINATION
The Board of Directors of the Corporation may, at any time, by a majority
vote and without the consent of the Directors participating in the Plan,
amend, modify, or waive any term of the Plan or suspend, or terminate the
Plan for any reason, including, but not limited to, changes in applicable
tax laws; provided however, that, subject to Section 4, no such amendment
or termination shall, without the consent of the relevant Director or
relevant Donee (if the Director has died) eliminate, reduce, or modify the
obligation of the Corporation to make contributions on behalf of a Director
who prior to the date of the amendment is adopted dies, retires, becomes
disabled or has completed sixty full months of service as a Director.
9. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall be
responsible for executing and delivering documents necessary and
appropriate to the administration of the Plan and for making determinations
as to the eligibility of Donees. The Board of Directors shall have the
authority to interpret the Plan and make determinations as to eligibility
of Directors. The determinations of the Committee (or the Board of
Directors, as the case may be) on the foregoing matters shall be conclusive
and binding on all interested parties.
10. DIRECTORS CHARITABLE AWARD PLAN COMMITTEE
The Directors Charitable Award Plan Committee shall be a committee of four
members consisting of the persons who from time to time may be the
Corporation's Chief Financial Officer, Treasurer, Secretary, and Vice
President, Corporate Communications. The Chief Financial Officer shall
act as the Chairperson of the Committee.
11. GOVERNING LAW
The Plan shall be construed and enforced according to the laws of Maryland,
and all provisions thereof shall be administered according to the laws of
said state.
12. MISCELLANEOUS PROVISIONS
A Director's rights and interest under the Plan may not be assigned or
transferred. The expenses of the Plan will be borne by the Corporation.
13. CHANGE OF CONTROL
(a) If there is a Change of Control of the Corporation, all Directors
participating in the Plan shall immediately become vested. For the purpose
of the Plan, the term "Change of Control" shall have the same meaning as is
defined for the term in Section 10(b) of the Martin Marietta Corporation
Amended Omnibus Securities Award Plan. In the event of a Change of Control
other than as a result of the transactions contemplated by the Agreement
and Plan of Reorganization among Parent Corporation, Martin Marietta
Corporation and Lockheed Corporation dated as of August 29, 1994, the
Corporation shall immediately create an irrevocable trust to make the
anticipated Plan donations, and shall immediately transfer to the trust
sufficient assets (which may include insurance policies) to make all the
Plan donations in respect to the individuals who were Directors immediately
before the Change of Control. In addition, once a Change of Control
occurs, Section 3 and 13 of this Plan may not be amended.
(b) Notwithstanding the foregoing, effective June 1, 1995, the term
"Change of Control" shall have the same meaning as is defined for the term
in Section 7(b) of the Lockheed Martin Corporation 1995 Omnibus Performance
Award Plan.
14. CONSENT
By electing to participate in the Plan, a Director shall be deemed
conclusively to have accepted and consented to all the terms of this Plan
and all actions or decisions made by the Corporation, the Board, or the
Committee with regard to the Plan. Such terms and consent shall also apply
to and be binding upon the beneficiaries, distributees, and personal
representatives and other successors in interest of each participant.
15. EFFECTIVE DATE
The Plan as amended and restated is effective June 1, 1995. The
recommendations of a Director will be effective when he or she completes
all of the Plan enrollment requirements (including, if the Plan is funded
with insurance, satisfaction of any requirements to qualify for the
insurance).
16. RIGHTS UNDER PRIOR PLAN
The rights of any individual who was a member of the Board of Directors of
Martin Marietta Corporation on March 15, 1995 (an "MMC Director") shall be
determined solely under this Plan as amended and restated effective June 1,
1995, except that each MMC Director is fully vested as of march 15, 1995 in
the Plan's benefits. Any MMC Director shall be entitled to a single
benefit attributable to service both as a member of the Board of Directors
of Martin Marietta Corporation and of the Corporation. After March 15,
1995, Directors of Martin Marietta Corporation (other than individuals who
were Directors on that date) shall not be eligible to participate in the
Plan.