Exhibit 10(cc)
10(pp)
10(qq)
Resolution No. 71 10(ae)
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Lockheed Martin Corporation
Board of Directors
September 28, 1995
Amendment of Former Lockheed and Martin Marietta Stock Option Plans
Lockheed Corporation 1992 Employee Stock Option Program
Lockheed Corporation 1982 Employee Stock Purchase Program
Lockheed Corporation 1986 Employee Stock Purchase Program
Martin Marietta Corporation 1984 Stock Option Plan for Key Employees
RESOLVED, That Section 11 of each of the Lockheed Corporation 1982
Employee Stock Purchase Program and the Lockheed Corporation 1986 Employee
Stock Purchase Program be amended substantially in the form noted below:
RESOLVED FURTHER, That a new Section 6 (e) be added to the Martin
Marietta Corporation 1984 Stock Option Plan for Key Employees substantially
in the form noted below;
Tax Withholding. Any withholding obligation under applicable tax
laws shall be paid in cash, or subject to the Committee's express
authorization and the restrictions, conditions and procedures as the
Committee may impose, any one or combination of (i) cash, (ii) the
delivery of shares of Lockheed Martin Corporation common stock, (iii)
a reduction in the amount of shares of Lockheed Martin Corporation
common stock or other amounts otherwise issuable or payable pursuant
to the exercise of options, or (iv) the delivery of a promissory note,
or other obligation for the further payment in money, the terms and
conditions of which shall be determined by the Committee. In the case
of a payment by the means described in clause (ii) or (iii) above, the
shares to be so delivered or offset shall be determined by reference
to the closing price as reported on the composite tape of the New York
Stock Exchange of the shares on the date as of which the payment or
offset is made. Notwithstanding anything in this section to the
contrary, no person shall be permitted to use the methods described in
clause (iii) or (iv) if use of such method would fail to satisfy the
applicable requirements of Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, including but not limited to the
shareholder approval requirements of such rule.
RESOLVED FURTHER, That participants exercising options under the
Lockheed Corporation 1992 Employee Stock Option Program, Lockheed
Corporation 1982 Employee Stock Purchase Program and the Lockheed
Corporation 1986 Employee Stock Purchase Program and the Martin Marietta
Corporation 1984 Stock Option Plan for Key Employees may, in accordance
with procedures adopted by the Corporation, apply shares issued upon the
exercise of options or previously acquired shares to satisfy tax
withholding requirements;
RESOLVED FURTHER, That the proper officers of the Corporation be and
each hereby is authorized to execute and deliver such documents , and to
take all such further actions, as such officers shall determine in their
sole discretion to be necessary or advisable to effect the intent of the
foregoing resolution.