LOCKHEED MARTIN CORPORATION <\/u><\/p>\n
DEFERRED MANAGEMENT INCENTIVE <\/u><\/p>\n
COMPENSATION PLAN <\/u><\/p>\n
(As Amended and Restated Effective January 26, 2012)<\/p>\n
ARTICLE I <\/u><\/p>\n
PURPOSES OF THE PLAN <\/u><\/p>\n
The purposes of the Lockheed Martin Corporation Deferred Management Incentive
\nCompensation Plan (the “Deferral Plan”) are to provide certain key management
\nemployees of Lockheed Martin Corporation and its subsidiaries (the “Company”)
\nthe opportunity to defer receipt of (i) Incentive Compensation awards under the
\nLockheed Martin Corporation Management Incentive Compensation Plan (the “MICP”);
\n(ii) Long Term Incentive Award payments under the Lockheed Martin Corporation
\n1995 Omnibus Performance Award Plan (the “Omnibus Plan”) and the Lockheed Martin
\nCorporation Amended and Restated 2003 Incentive Performance Award Plan (the “IPA
\nPlan”); and (iii) certain benefits payable under the Lockheed Martin Corporation
\nPost-Retirement Death Benefit Plan for Elected Officers (“Death Benefit Plan”).
\nProviding this opportunity to defer income under the Deferral Plan will
\nencourage key employees to maintain a financial interest in the Company153s
\nperformance. Except as expressly provided hereinafter, the provisions of this
\nDeferral Plan and the MICP, the Omnibus Plan, the IPA Plan, and the Death
\nBenefit Plan shall be construed and applied independently of each other.<\/p>\n
The Deferral Plan applies solely to MICP awards, Long Term Incentive Award
\npayments under the Omnibus Plan and the IPA Plan, and certain payments under the
\nDeath Benefit Plan, and expressly does not apply to any special awards which may
\nbe made under any of the Company153s other incentive plans, except and to the
\nextent specifically provided under the terms of such other incentive plans and
\nthe relevant awards.<\/p>\n
The Deferral Plan was amended and restated, effective January 1, 2005, in
\norder to comply with the requirements of Code section 409A. The 2005 amendment
\nand restatement of the Deferral Plan applied only to the portion of a
\nParticipant153s Account Balance that is earned or becomes vested on or after
\nJanuary 1, 2005 (and any earnings or losses attributable to that portion). The
\nportion of a Participant153s Account Balance that was earned and vested prior to
\nJanuary 1, 2005 (and any earnings or losses attributable to that portion) shall
\nbe governed by the terms of the Deferral Plan in effect on December 31, 2004,
\nwhich is attached hereto as Appendix A. The Deferral Plan was subsequently
\namended and restated, effective January 1, 2007, to permit eligible executives
\nof the Company to defer payments that are available to them pursuant to the
\npartial termination of the Death Benefit Plan.<\/p>\n
The Deferral Plan was amended and restated, effective January 1, 2008 to
\nmodify the annual installment payment option to conform to other nonqualified
\nplans maintained by the Company. The Deferral Plan and Appendix A were further
\namended and restated, effective January 1, 2008, to provide for new investment
\noptions in which Participants may invest their Account Balances, whether earned
\nand vested before or after January 1, 2005. The addition of the new investment
\noption in Appendix A is not intended to constitute a material modification
\nwithin the meaning of Code section 409A.<\/p>\n
The Deferral Plan was amended and restated, effective June 26, 2008, to
\nclarify certain provisions in accordance with the final Treasury regulations
\nissued under Code section 409A, and to make other administrative changes. The
\nDeferral Plan was amended and restated, effective December 31, 2008, to clarify
\nadditional provisions in accordance with the final Treasury regulations issued
\nunder Code section 409A and to make other administrative clarifications. The
\nDeferral Plan was amended and restated, effective February 26, 2009, to
\nprospectively eliminate an investment option and change the number of available
\ninstallment payments.<\/p>\n
The Deferral Plan was amended and restated, effective December 31, 2010, to
\nclarify additional provisions in accordance with the final Treasury regulations
\nissued under Code section 409A and to make other administrative clarifications.
\nThe Deferral Plan was amended and restated, effective October 25, 2011, to
\nreflect changes to the administrative requirements for Company Deferrals for
\ncertain Long Term Incentive Awards issued in 2011 and later years and to permit
\nparticipants in the Sandia National Laboratories, Inc. Long Term Incentive
\nPerformance Award Plan to defer cash awards to the Deferral Plan. The Deferral
\nPlan is hereby amended and restated to permit participants in the Applied
\nNanoStructured Solutions, LLC Management Incentive Compensation Plan to defer
\ncash awards to the Deferral Plan.<\/p>\n
ARTICLE II <\/u><\/p>\n
DEFINITIONS <\/u><\/p>\n
Unless the context indicates otherwise, the following words and phrases shall
\nhave the meanings hereinafter indicated:<\/p>\n
1. ACCOUNT : The bookkeeping account maintained by the Company for each
\nParticipant which is credited with the Participant153s Deferred Compensation and
\nearnings (or losses) attributable to the investment options selected by the
\nParticipant, and which is debited to reflect distributions and forfeitures; the
\nportions of a Participant153s Account allocated to different investment options
\nand the portions attributable to the deferral of Incentive Compensation awards,
\nLong Term Incentive Award payments, and Death Benefit payments will be accounted
\nfor separately.<\/p>\n
2. ACCOUNT BALANCE : The total amount credited to a Participant153s Account at
\nany point in time, including the portions of the Account allocated to each
\ninvestment option.<\/p>\n
2<\/p>\n
3. AWARD YEAR : As to Incentive Compensation, the calendar year with respect
\nto which an Eligible Employee is awarded Incentive Compensation; as to a Long
\nTerm Incentive Award payment and the related Company Deferral, the first
\ncalendar year in the Performance Period for which the Long Term Incentive Award
\nis effective with respect to an Eligible Employee.<\/p>\n
4. BENEFICIARY : The person or persons (including a trust or trusts) validly
\ndesignated by a Participant, on the form provided by the Company, to receive
\ndistributions of the Participant153s Account Balance, if any, upon the
\nParticipant153s death. In the absence of a valid designation, or if the designated
\nBeneficiary has predeceased the Participant, the Participant153s Beneficiary shall
\nbe the personal representative of the Participant153s estate in the event of a
\nParticipant153s death. A Participant may amend his or her Beneficiary designation
\nat any time before the Participant153s death.<\/p>\n
5. BOARD : The Board of Directors of Lockheed Martin Corporation.<\/p>\n
6. CODE : the Internal Revenue Code of 1986, as amended from time to time,
\nincluding the regulations and guidance of general applicability thereunder.<\/p>\n
7. COMMITTEE : The committee described in Section 1 of Article VIII.<\/p>\n
8. COMMON STOCK : The $1.00 par value common stock of the Company.<\/p>\n
9. COMPANY : Lockheed Martin Corporation and its Subsidiaries.<\/p>\n
10. COMPANY DEFERRALS : The amount deferred by the Company, and not at the
\nelection of the Participant, for a two-year (one-year, if applicable) period
\nfollowing the end of a Performance Period for a Long Term Incentive Award.<\/p>\n
11. COMPANY STOCK INVESTMENT OPTION : The investment option under which the
\namount credited to a Participant153s Account will be based on the market value and
\ninvestment return of the Company153s Common Stock.<\/p>\n
12. DEATH BENEFIT : The amount payable to an Eligible Employee pursuant to
\nArticle X, Section 1 of the Death Benefit Plan.<\/p>\n
13. DEATH BENEFIT PLAN : The Lockheed Martin Corporation Post-Retirement
\nDeath Benefit Plan for Elected Officers.<\/p>\n
14. DEFERRAL AGREEMENT : The written agreement executed by an Eligible
\nEmployee on the form provided by the Company under which the Eligible Employee
\nelects to defer Incentive Compensation for an Award Year, a Long Term Incentive
\nAward and any related Company Deferral for an Award Year, or a Death Benefit
\npayable pursuant to the Death Benefit Plan.<\/p>\n
3<\/p>\n
15. DEFERRAL PLAN : The Lockheed Martin Corporation Deferred Management
\nIncentive Compensation Plan, adopted by the Board on July 27, 1995, and as
\namended from time to time.<\/p>\n
16. DEFERRED COMPENSATION : The amount of Incentive Compensation credited to
\na Participant153s Account under the Deferral Plan, the amount of any Long Term
\nIncentive Award payment credited to a Participant153s Account under the Deferral
\nPlan (other than Company Deferrals), and the amount of the Death Benefit payment
\ncredited to a Participant153s Account under the Deferral Plan.<\/p>\n
17. ELIGIBLE EMPLOYEE : An employee of the Company who is a participant in
\nthe MICP, who receives a Long Term Incentive Award under the Omnibus Plan, the
\nIPA Plan, or the Sandia National Laboratories, Inc. Long Term Performance Award
\nPlan, or who is eligible to receive a Death Benefit under the Death Benefit
\nPlan, and who has satisfied such additional requirements for participation in
\nthis Deferral Plan as the Committee may from time to time establish. In the
\nexercise of its authority under this provision, the Committee shall limit
\nparticipation in the Plan to employees whom the Committee believes to be a
\nselect group of management or highly compensated employees within the meaning of
\nTitle I of the Employee Retirement Income Security Act of 1974, as amended.<\/p>\n
18. EXCHANGE ACT : The Securities Exchange Act of 1934.<\/p>\n
19. INCENTIVE COMPENSATION : The MICP amount granted to an employee for an
\nAward Year.<\/p>\n
20 IPA PLAN : The Lockheed Martin Corporation Amended and Restated 2003
\nIncentive Performance Award Plan.<\/p>\n
21. INTEREST OPTION : The investment option under which earnings will be
\ncredited to a Participant153s Account based on the interest rate applicable under
\nCost Accounting Standard 415, Deferred Compensation.<\/p>\n
22. INVESTMENT FUND OPTION : The investment option under which earnings will
\nbe credited to a Participant153s Account based on the market value and investment
\nreturn of the investment options (including target date funds and core funds
\n(and successor funds), and excluding the Company Stock Fund, ESOP Fund, and
\nSelf-Managed Account) that are available to participants pursuant to the terms
\nof the Qualified Savings Plan, provided that the Committee retains the
\ndiscretion to add certain funds to, or to exclude certain funds from, the
\nInvestment Fund Option.<\/p>\n
23. LONG TERM INCENTIVE AWARD : A long term incentive performance award
\ngranted to an employee under the Omnibus Plan, the IPA Plan, or the Sandia
\nNational Laboratories, Inc. Long Term Incentive Award Plan.<\/p>\n
24. MICP : The Lockheed Martin Corporation Management Incentive Compensation
\nPlan, the 2006 Lockheed Martin Corporation Management Incentive Compensation
\nPlan (for incentive compensation awarded after February 1, 2006), or the Applied
\nNanoStructured Solutions, LLC Management Incentive Compensation Plan (beginning
\nwith the 2012 Award Year).<\/p>\n
4<\/p>\n
25. OMNIBUS PLAN : The Lockheed Martin Corporation 1995 Omnibus Performance
\nAward Plan.<\/p>\n
26. PARTICIPANT : An Eligible Employee for whom Incentive Compensation, a
\nLong Term Incentive Award payment, or a Death Benefit payment has been deferred
\nfor one or more years under this Deferral Plan; the term shall include a former
\nemployee whose Deferred Compensation has not been fully distributed.<\/p>\n
27. PAYMENT DATE : As to any Participant, the January 15 or July 15 on or
\nabout on which payment to the Participant is to be made or to begin in
\naccordance with Article V.<\/p>\n
28. PERFORMANCE PERIOD : The period set forth in a Long Term Incentive Award
\nover which the Company153s performance is measured by reference to total
\nstockholder return to determine whether any payment will be made under such Long
\nTerm Incentive Award.<\/p>\n
29. QUALIFIED SAVINGS PLAN : The Lockheed Martin Corporation Salaried Savings
\nPlan or any successor plan.<\/p>\n
30. SECTION 16 PERSON : A Participant who is subject to the reporting and
\nshort-swing liability provisions of Section 16 of the Securities Exchange Act of
\n1934 on the date a Deferral Agreement or other election form is delivered to the
\nCompany in accordance with the terms of this Deferral Plan.<\/p>\n
31. SPECIFIED EMPLOYEE : A Participant who is reasonably determined to a be a
\n“specified employee” within the meaning of Code section 409A(2)(B)(i) as of
\nDecember 31 of a calendar year and who shall be treated as such for the 12-month
\nperiod beginning the next April 1 and for twelve calendar months thereafter.\n<\/p>\n
32. SUBSIDIARY : As to any person, any corporation, association, partnership,
\njoint venture or other business entity of which 50% or more of the voting stock
\nor other equity interests (in the case of entities other than corporation), is
\nowned or controlled (directly or indirectly) by that entity, or by one or more
\nof the Subsidiaries of that entity, or by a combination thereof.<\/p>\n
32A. TERMINATION OF EMPLOYMENT : A separation from service as such term is
\ndefined in Code section 409A and the regulations thereunder.<\/p>\n
33. TRADING DAY : A day upon which transactions with respect to Company
\nCommon Stock are reported in the consolidated transaction reporting system.<\/p>\n
5<\/p>\n
ARTICLE III <\/u><\/p>\n
ELECTION OF DEFERRED AMOUNT <\/u><\/p>\n
1. Timing of Deferral Elections<\/u>.<\/p>\n
(a) Incentive Compensation<\/u>. An Eligible Employee may elect to defer
\nIncentive Compensation for an Award Year by executing and delivering to the
\nCompany a Deferral Agreement no later than June 30 of the Award Year.<\/p>\n
(b) Long Term Incentive Awards and Company Deferrals<\/u>. An Eligible
\nEmployee may elect to defer the payment of a Long Term Incentive Award and a
\nCompany Deferral for an Award Year by executing and delivering to the Company a
\nDeferral Agreement as of a date specified by the Senior Vice President, Human
\nResources, which shall be no later than six months prior to the end of the
\nPerformance Period.<\/p>\n
(c) Irrevocability of Elections<\/u>. No Eligible Employee shall have the
\nright to modify or revoke a Deferral Agreement after the applicable deadline
\ndescribed in Section 1(a), Section 1(b), or Section 1(d) of this Article III for
\ndelivering a Deferral Agreement to the Company, provided no Section 16 Person
\nshall have the right to modify or revoke a Deferral Agreement after such
\napplicable deadline or, if earlier, after the date the agreement has been
\ndelivered to the Company. The Senior Vice President, Human Resources may
\nestablish policies and procedures to determine when a Deferral Agreement or
\nother election called for under this Plan has been delivered to the Company.
\nEach Deferral Agreement that relates to an Award Year shall apply only to
\namounts deferred in that Award Year, and a separate Deferral Agreement must be
\ncompleted for each Award Year for which an Eligible Employee defers Incentive
\nCompensation or a Long Term Incentive Award. A Deferral Agreement relating to a
\nDeath Benefit payment shall relate only to such Death Benefit payment.<\/p>\n
(d) Death Benefit<\/u>. An Eligible Employee may elect to defer a Death
\nBenefit payable under the Death Benefit Plan by executing and delivering to the
\nCompany a Deferral Agreement no later than the date specified by the Senior Vice
\nPresident, Human Resources in accordance with Code section 409A.<\/p>\n
2. Amount of Deferral Elections<\/u>. An Eligible Employee153s deferral
\nelection may be stated as:<\/p>\n
(a) a dollar amount which is at least $5,000 and is an even multiple of
\n$1,000;<\/p>\n
(b) the greater of $5,000 or a designated percentage of the Eligible
\nEmployee153s Incentive Compensation, Long Term Incentive Award payment, or Death
\nBenefit payment;<\/p>\n
6<\/p>\n
(c) the excess of the Eligible Employee153s Incentive Compensation, Long Term
\nIncentive Award payment, or Death Benefit payment over a dollar amount specified
\nby the Eligible Employee; or<\/p>\n
(d) all of the Eligible Employee153s Incentive Compensation, Long Term
\nIncentive Award payment, or Death Benefit payment.<\/p>\n
In the case of a deferral election under paragraph (c) of this Section 2, an
\nEligible Employee153s deferral election shall be effective only if the resulting
\nexcess amount is at least $5,000.<\/p>\n
3. Effect of Taxes on Deferred Compensation<\/u>. The amount that would
\notherwise be deferred and credited to an Eligible Employee153s Account will be
\nreduced by the amount of any tax that the Company is required to withhold with
\nrespect to the Deferred Compensation. The reduction for taxes shall be made
\nproportionately out of amounts otherwise allocable to the Interest Option, the
\nCompany Stock Investment Option, or the Investment Fund Option.<\/p>\n
4. Multiple Awards<\/u>. In the case of an Eligible Employee who receives
\nmore than one Long Term Incentive Award with respect to the same Performance
\nPeriod, the elections made by the Eligible Employee under this Article III as
\nwell as under Articles V and VI for the first Long Term Incentive Award granted
\nto the Eligible Employee with respect to a Performance Period shall be deemed to
\nbe the elections made by that Eligible Employee for any other Long Term
\nIncentive Awards granted to that Eligible Employee with respect to that same
\nPerformance Period.<\/p>\n
5. Company Deferrals<\/u>. Pursuant to the terms of certain Long Term
\nIncentive Awards issued under the Omnibus Plan or the IPA Plan, 50% of the
\namount payable at the end of the Performance Period will be automatically
\ndeferred until the second anniversary (or first anniversary, if applicable) of
\nthe last day of the Performance Period with respect to a particular award. The
\nCompany may establish an account for Company Deferrals under the Company Stock
\nInvestment Option of this Deferral Plan. However, the terms governing the
\nCompany Deferrals will be governed for the two year (one year, if applicable)
\nperiod of deferral by the terms of the award agreement entered into under the
\nOmnibus Plan or the IPA Plan with respect to the Long Term Incentive Award and
\nnot by this Deferral Plan except to the extent the award agreement expressly
\nrefers to the terms of this Deferral Plan. Notwithstanding the foregoing, if the
\nParticipant elects to defer the Company Deferrals beyond the second (or first,
\nif applicable) anniversary of the end of the Performance Period, the deferrals
\nwill be treated as made under this Deferral Plan for the period following the
\nsecond (or first, if applicable) anniversary of the end of the Performance
\nPeriod.<\/p>\n
ARTICLE IV <\/u><\/p>\n
CREDITING OF ACCOUNTS <\/u><\/p>\n
1. Crediting of Deferred Compensation<\/u>. Incentive Compensation or a
\nLong Term Incentive Award payment, that a Participant has elected to defer under
\nthis Deferral Plan shall be credited to the Participant153s Account as of the
\nTrading Day set by action of the<\/p>\n
7<\/p>\n
Committee or, if the Committee does not act to set such a day, on the second
\nTrading Day which follows the date of approval of the related Incentive
\nCompensation or Long Term Incentive Award payment (other than Company
\nDeferrals). A Death Benefit payment that a Participant has elected to defer
\nunder this Deferral Plan shall be credited to the Participant153s Account as of
\nthe date on which the amount of the Death Benefit payment was determined and
\npaid to eligible employees absent any election to defer. If the Company
\nestablishes an account for Company Deferrals pursuant to Section 5 of Article
\nIII, the Company Deferrals shall be credited to such account as of the last
\nTrading Day in the Performance Period. Any Deferred Compensation credits under
\nthis Section 1 which are allocable to the Interest Option shall be credited at
\nthe dollar amount of such credits. Any Deferred Compensation and Company
\nDeferral credits under this Section 1 which are allocable to the Company Stock
\nInvestment Option shall be credited as if the dollar amount of credits had been
\ninvested in the Company153s Common Stock at the published closing price of the
\nCompany153s Common Stock on the applicable Trading Day described in this Section
\n1. Any Deferred Compensation and Company Deferral credits under this Section 1
\nwhich are allocable to the Investment Fund Option shall be credited as if the
\ndollar amount of credits had been invested in the applicable fund at the
\npublished closing price of the applicable fund on the applicable Trading Day
\ndescribed in this Section 1.<\/p>\n
2. Crediting of Earnings<\/u>.<\/p>\n
(a) General Rules<\/u>.<\/p>\n
(i) Earnings (or losses) shall be credited to a Participant153s Account based
\non the investment option or options to which the Account has been allocated
\nbeginning with the applicable Trading Day described in this Article IV.<\/p>\n
(ii) Any amount distributed from a Participant153s Account in cash pursuant to
\nArticle V shall be credited with earnings (or losses) through the Trading Day
\nthat is four (4) business days prior to the date on which a distribution is to
\nbe made. Any amount distributed from a Participant153s Account in stock pursuant
\nto Article V shall be credited with earnings (or losses) through the last
\nTrading Day preceding the date on which a distribution is to be made.<\/p>\n
(iii) Company Deferrals shall be credited with earnings (or losses) through
\nthe last Trading Day in the period which ends on the second anniversary (first
\nanniversary, if applicable) of the end of the applicable Performance Period
\nunless deferred further pursuant to a Deferral Agreement.<\/p>\n
(b) Interest Option<\/u>. The portion of a Participant153s Account allocated
\nor reallocated to the Interest Option shall be credited with interest, valued
\ndaily, while so allocated or reallocated at a rate equivalent to the then
\npublished rate for computing the present value of future benefits at the time
\ncost is assignable under Cost Accounting Standard 415, Deferred Compensation, as
\ndetermined by the Secretary of the Treasury on a semi-annual basis pursuant to
\nPub. L. 92-41, 85 Stat. 97. Effective with respect to amounts deferred on or
\nafter February 26, 2009, no Incentive Compensation may be invested in the
\nInterest Option. Amounts deferred prior to February 26, 2009 may remain invested
\nin the Interest Option<\/p>\n
8<\/p>\n
until such amounts are transferred to the Company Stock Investment Option or
\nthe Investment Fund Option on or after July 1, 2009. No amounts may be credited
\nor reallocated to the Interest Option on or after July 1, 2009.<\/p>\n
(c) Company Stock Investment Option<\/u>.<\/p>\n
(i) The portion of a Participant153s Account allocated to the Company Stock
\nInvestment Option shall be credited when so allocated on the applicable Trading
\nDay described in this Article IV as if such amount had been invested in the
\nCompany153s Common Stock at the published closing price of the Company153s Common
\nStock on such Trading Day.<\/p>\n
(ii) The portion of the Participant153s Account Balance allocated to the
\nCompany Stock Investment Option shall reflect any post-allocation appreciation
\nor depreciation in the market value of the Company153s Common Stock based on the
\npublished closing price of the stock on each Trading Day and shall reflect
\ndividends paid and any other distributions made with respect to the Company153s
\nCommon Stock.<\/p>\n
(iii) Cash dividends shall be treated as if such dividends had been
\nreinvested in the Company153s Common Stock at the published closing price of the
\nCompany153s Common Stock on the Trading Day on which the cash dividend is paid or,
\nif the dividend is paid on a day which is not a Trading Day, on the Trading Day
\nwhich immediately precedes the day the dividend is paid.<\/p>\n
(d) Investment Fund Option<\/u>. Earnings (or losses) shall be credited to
\na Participant153s Account based on the investment option or options within the
\nInvestment Fund Option to which his or her Account has been allocated. The
\nmanner in which earnings (or losses) are credited under each of the investment
\noptions shall be determined in the same manner as under the Qualified Savings
\nPlan. The procedures for directing the allocation and reallocation among the
\ninvestment options in the Investment Fund Option shall be the same as the
\nprocedures for making allocations under the Qualified Savings Plan.<\/p>\n
3. Election of Investment Options<\/u>. A Participant153s initial investment
\nelections for a particular type of award for an Award Year or a Death Benefit
\nshall be made in his or her Deferral Agreement for such Award Year or Death
\nBenefit, and no Participant shall have the right to modify or revoke any such
\nelection after the time the Participant no longer has the right to make or
\nrevoke a Deferral Agreement under Section 1 of Article II. A Participant153s
\nallocations between investment options shall be subject to such minimum
\nallocations as the Committee may establish. In the event a Participant fails to
\nspecify an investment election in his or her Deferral Agreement, the amount
\nsubject to that Deferral Agreement shall be deemed allocated to the Interest
\nOption for amounts credited before December 31, 2008 and to the default option
\ndesignated under the Qualified Savings Plan for amounts credited on or after
\nDecember 31, 2008.<\/p>\n
9<\/p>\n
4. Reallocation Among Investment Options<\/u>. Effective June 16, ARTICLE V <\/u><\/p>\n PAYMENT OF BENEFITS <\/u><\/p>\n 1. General<\/u>.<\/p>\n (a) Account Balance and Elections<\/u>. The Company153s liability to pay (b) Cash and Stock Payments<\/u>. All benefit payments shall be made in 10<\/p>\n be made directly to a Participant or to a brokerage account opened in the 2. Election for Commencement of Payment<\/u>. At the time a Participant (a) Payment to begin on the Payment Date next following the date of the (b) Payment to begin on the first Payment Date of the year next following the (c) Payment to begin on the first Payment Date of the year next following the Notwithstanding a Participant153s election or any other provision of the 3. Election for Form of Payment<\/u>. At the time a Participant completes a (a) A lump sum.<\/p>\n 11<\/p>\n (b) Annual installment payments for a period of years designated by the (i) Fifteen (15) annual installments for distributions commencing prior to (ii) Twenty (20) annual installments for distributions commencing on or after (iii) Twenty-Five (25) annual installments for distributions commencing on or Such election shall be irrevocable except as provided in Section 4 of this Notwithstanding the foregoing, if the Account Balance of a Participant who is 4. Prospective Change of Payment Elections<\/u>.<\/p>\n (a) If a Participant has different payment options in effect with respect to (b) In the event a Participant does not make a valid election with respect to (c) A Participant153s election with respect to an Award Year or Death Benefit (d) Notwithstanding anything to the contrary in this Article V, a Participant 12<\/p>\n change to a previous election, (i) the prospective election must be executed (e) Notwithstanding the above, for periods prior to January 1, 2009, (or such (f) A Participant may not make or modify an election with respect to 5. Distribution upon Early Termination<\/u>. Notwithstanding a 6. Acceleration Upon Conflict of Interest<\/u>. Notwithstanding a 13<\/p>\n responsibilities for that employer, except as provided in Section 5 of 7. Benefits Payable Upon Death<\/u>. Upon the death of a Participant before 8. Early Distributions in Special Circumstances<\/u>. Notwithstanding a (a) Hardship Distributions<\/u>. A Participant may apply for a hardship 14<\/p>\n date of distribution with respect to such portion to such Section 16 Person (b) Disability<\/u>. If the Committee determines that a Participant has 9. Acceleration upon Change in Control<\/u>.<\/p>\n (a) Notwithstanding any other provision of the Deferral Plan, except as (b) For purposes of this Deferral Plan, a Change in Control shall include and (i) A tender offer or exchange offer is consummated for the ownership of (ii) The Company is merged, combined, consolidated, recapitalized or 15<\/p>\n (iii) Any person (as this term is used in Sections 3(a)(9) and 13(d)(3) of (iv) At any time within any period of two years after a tender offer, merger, (v) The stockholders of the Company approve a plan of liquidation and Notwithstanding the foregoing, no distribution shall be made solely on (c) Notwithstanding the provisions of Section 9(a), if a distribution in (d) This Section 9 shall apply only to a Change in Control of Lockheed Martin (e) The Committee may cancel or modify this Section 9 at any time prior to a 16<\/p>\n modification for a period of five years, and any defined term used in Section 10. Deductibility of Payments<\/u>. Subject to the provisions of Code 11. Change of Law<\/u>. Notwithstanding anything herein to the contrary, if 12. Tax Withholding<\/u>. To the extent required by law, the Company shall ARTICLE VI <\/u><\/p>\n EXTENT OF PARTICIPANTS153 RIGHTS <\/u><\/p>\n 1. Unfunded Status of Plan<\/u>. This Deferral Plan constitutes a mere 17<\/p>\n connection with this Deferral Plan. Notwithstanding the foregoing, to assist 2. Nonalienability of Benefits<\/u>. A Participant153s rights under this Plan ARTICLE VII <\/u><\/p>\n AMENDMENT OR TERMINATION <\/u><\/p>\n 1. Amendment<\/u>. The Board or its authorized delegate may amend, modify, 2. Termination<\/u>. The Board reserves the right to terminate this Plan at 3. Transfer of Liability<\/u>. The Board reserves the right to transfer to 18<\/p>\n ARTICLE VIII <\/u><\/p>\n ADMINISTRATION <\/u><\/p>\n 1. The Committee<\/u>. This Deferral Plan shall be administered by the 2. Delegation and Reliance<\/u>. The Committee has delegated to the 3. Exculpation and Indemnity<\/u>. Neither the Company nor any member of 4. Facility of Payment<\/u>. If a minor, person declared incompetent, or 19<\/p>\n incapable person. Any payment made, application allowed, or election 5. Proof of Claims<\/u>. The Committee or the Claims Administrator may 6. Claim Procedures<\/u>. The procedures when a claim under this Deferral (a) The Claims Administrator shall, within 90 days after receipt of a claim, (b) By a written application filed with the Claims Administrator within 60 (c) In connection with such review, the claimant or his duly authorized (d) The Deferral Plan will provide an impartial review that takes into 20<\/p>\n considered in the initial benefit determination. The Claims Administrator (e) The Claims Administrator shall be the Lockheed Martin Corporation Savings ARTICLE IX<\/p>\n GENERAL AND MISCELLANEOUS PROVISIONS<\/p>\n 1. No Guarantee of Employment or Award<\/u>. Neither this Deferral Plan, a 21<\/p>\n Eligible Employee is a Participant in the Deferral Plan for that Award Year, 2. Notice<\/u>. Any written notice to the Company referred to herein shall 3. Performance of Acts<\/u>. In the event it should become impossible for 4. Employee Consent<\/u>. By electing to become a Participant hereunder, 5. Terms Binding<\/u>. The provisions of this Deferral Plan and the 6. Copy of Plan<\/u>. A copy of this Deferral Plan shall be available for 7. State Law<\/u>. The validity of this Deferral Plan or any of its 8. Regulatory Requirements<\/u>. This Deferral Plan and its operation, 9. Section 16 of Exchange Act<\/u>. It is the intent of the Company that 22<\/p>\n subject Section 16 Persons to short-swing profit liability thereunder. If any 10. Securities Laws<\/u>. This Deferral Plan, allocations to and from the 11. Electronic Notice and Signatures<\/u>. Whenever a signature notice or 23<\/p>\n ARTICLE X <\/u><\/p>\n EFFECTIVE DATE <\/u><\/p>\n This Deferral Plan was originally adopted by the Board on July 27, 1995 and This Deferral Plan has been amended and restated effective as of the date 24<\/p>\n APPENDIX A <\/u><\/p>\n This Appendix A shall govern the portion of a Participant153s Account Balance ARTICLE I <\/u><\/p>\n PURPOSES OF THE PLAN <\/u><\/p>\n The purposes of the Lockheed Martin Corporation Deferred Management Incentive The Deferral Plan applies solely to MICP awards and Long Term Incentive Award ARTICLE II <\/u><\/p>\n DEFINITIONS <\/u><\/p>\n Unless the context indicates otherwise, the following words and phrases shall 1. ACCOUNT : The bookkeeping account maintained by the Company for each 25<\/p>\n 2. ACCOUNT BALANCE : The total amount credited to a Participant153s Account at 3. AWARD YEAR : As to Incentive Compensation, the calendar year with respect 4. BENEFICIARY : The person or persons (including a trust or trusts) validly 5. BOARD : The Board of Directors of Lockheed Martin Corporation.<\/p>\n 6. COMMITTEE : The committee described in Section 1 of Article VIII.<\/p>\n 7. COMMON STOCK : The $1.00 par value common stock of the Company.<\/p>\n 8. COMPANY : Lockheed Martin Corporation and its subsidiaries.<\/p>\n 9. COMPANY DEFERRALS : The amount deferred by the Company, and not at the 10. COMPANY STOCK INVESTMENT OPTION : The investment option under which the 11. DEFERRAL AGREEMENT : The written agreement executed by an Eligible 12. DEFERRAL PLAN : The Lockheed Martin Corporation Deferred Management 26<\/p>\n 13. DEFERRED COMPENSATION : The amount of Incentive Compensation credited to 14. ELIGIBLE EMPLOYEE : An employee of the Company who is a participant in 15. EXCHANGE ACT : The Securities Exchange Act of 1934.<\/p>\n 16. INCENTIVE COMPENSATION : The MICP amount granted to an employee for an 17. IPA PLAN : The Lockheed Martin Corporation 2003 Incentive Performance 18. INTEREST OPTION : The investment option under which earnings will be 19. INVESTMENT FUND OPTION : The investment option under which earnings (or 20. LONG TERM INCENTIVE AWARD : A long term incentive award granted to an 21. MICP : The Lockheed Martin Corporation Management Incentive Compensation 22. OMNIBUS PLAN : The Lockheed Martin Corporation 1995 Omnibus Performance 23. PARTICIPANT : An Eligible Employee for whom Incentive Compensation or a 27<\/p>\n 24. PAYMENT DATE : As to any Participant, the January 15 or July 15 on or 25. PERFORMANCE PERIOD : The period set forth in a Long Term Incentive Award 26. REALLOCATION EFFECTIVE DATE : The date a reallocation elected by a 27. REALLOCATION ELECTION PERIOD : A period in which a Participant or 28. SECTION 16 PERSON : A Participant who is subject to the reporting and 29. SUBSIDIARY : As to any person, any corporation, association, partnership, 30. TRADING DAY : A day upon which transactions with respect to Company ARTICLE III <\/u><\/p>\n ELECTION OF DEFERRED AMOUNT <\/u><\/p>\n 1. Timing of Deferral Elections<\/u>.<\/p>\n (a) Incentive Compensation<\/u>. An Eligible Employee may elect to defer 28<\/p>\n (b) Long Term Incentive Awards and Company Deferrals<\/u>. An Eligible (c) Irrevocability of Elections<\/u>. No Eligible Employee shall have the 2. Amount of Deferral Elections<\/u>. An Eligible Employee153s deferral (a) a dollar amount which is at least $5,000 and is an even multiple of (b) the greater of $5,000 or a designated percentage of the Eligible (c) the excess of the Eligible Employee153s Incentive Compensation or Long Term (d) all of the Eligible Employee153s Incentive Compensation or Long Term An Eligible Employee153s deferral election shall be effective only if the 3. Effect of Taxes on Deferred Compensation<\/u>. The amount that would 29<\/p>\n 4. Multiple Awards<\/u>. In the case of an Eligible Employee who receives 5. Company Deferrals<\/u>. Pursuant to the terms of the Long Term Incentive ARTICLE IV <\/u><\/p>\n CREDITING OF ACCOUNTS <\/u><\/p>\n 1. Crediting of Deferred Compensation<\/u>. Incentive Compensation or a 30<\/p>\n 2. Crediting of Earnings (Losses) and Reallocations<\/u>.<\/p>\n (a) General Rules<\/u>.<\/p>\n (i) Earnings (or losses) shall be credited to a Participant153s Account based (ii) Earnings (or losses) on amounts reallocated in accordance with this (iii) Any amount distributed from a Participant153s Account in cash pursuant to (iv) Company Deferrals shall be credited with earnings (or losses) through (b) Interest Option<\/u>. The portion of a Participant153s Account allocated (c) Company Stock Investment Option<\/u>.<\/p>\n (i) The portion of a Participant153s Account allocated or reallocated to the (ii) The portion of the Participant153s Account Balance allocated to the (iii) Cash dividends shall be treated as if such dividends had been 31<\/p>\n Company153s Common Stock on the Trading Day on which the cash dividend is paid (iv) If any portion of a Participant153s Account was reallocated in accordance (d) Investment Fund Option<\/u>. Earnings (or losses) shall be credited to 3. Election of Investment Options<\/u>. A Participant153s initial investment 4. Special Rule for Section 16 Persons<\/u>. An election by a Section 16 Reallocations to Interest Option (deleted effective September 30, 32<\/p>\n irrevocable election under this Section 5 at any time after the Participant153s 5. One-Time Reallocation Right<\/u>.<\/p>\n (a) General Rule<\/u>. Subject to Section 5(b) of this Article IV, a (b) Exception<\/u>. If a Participant or a Beneficiary is a Section 16 (c) Additional Credit<\/u>. The Company shall credit to the Account of each 33<\/p>\n 6. Reallocation Among Investment Options<\/u>. Effective June 16, ARTICLE V <\/u><\/p>\n PAYMENT OF BENEFITS <\/u><\/p>\n 1. General<\/u>.<\/p>\n (a) Account Balance and Elections<\/u>. The Company153s liability to pay (b) Cash Only Payment<\/u>. With respect to benefit payments made on a (c) Cash and Stock Payments<\/u>. With respect to benefit payments made 34<\/p>\n extent that a Participant153s Account is allocated to the Company Stock 2. Election for Commencement of Payment<\/u>. At the time a Participant (a) Payment to begin on the Payment Date next following the date of the (b) Payment to begin on the first Payment Date of the year next following the (c) Payment to begin on the Payment Date next following the date on which the Notwithstanding a Participant153s election, any payment of benefits in the form 3. Election for Form of Payment<\/u>. At the time a Participant first (A)<\/p>\n<\/td>\n A lump sum.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n (B)<\/p>\n<\/td>\n Annual installment payments for a period of years designated by the 35<\/p>\n end of the month prior to such payment by the number of installment payments 4. Prospective Change of Payment Elections<\/u>.<\/p>\n (a) Notwithstanding anything to the contrary in this Article V, a Participant (b) In the event a Participant does not make a valid election with respect to (c) A Participant153s election with respect to an Award Year (including a (d) To constitute a valid election by a Participant making a prospective 36<\/p>\n (e) A Participant may not make or modify an election with respect to 5. Acceleration upon Early Termination<\/u>. Notwithstanding a 6. Acceleration Upon Conflict of Interest<\/u>. Notwithstanding a 7. Death Benefits<\/u>.<\/p>\n (a) General Rule<\/u>. Upon the death of a Participant before a complete 37<\/p>\n (b) Special Rule<\/u>. Notwithstanding Section 7(a) of this Article V, in 8. Early Distributions in Special Circumstances<\/u>. Notwithstanding a (a) Hardship Distributions<\/u>. A Participant may apply for a hardship (b) Withdrawal with Forfeiture<\/u>. A Participant may elect on such form 38<\/p>\n the withdrawal is received (or the first Award Year in which any portion of (c) Disability<\/u>. If the Committee determines that a Participant has 9. Acceleration upon Change in Control<\/u>.<\/p>\n (a) Notwithstanding any other provision of the Deferral Plan, except as (b) For purposes of this Deferral Plan, a Change in Control shall include and (1) A tender offer or exchange offer is consummated for the ownership of (2) The Company is merged, combined, consolidated, recapitalized or otherwise 39<\/p>\n (3) Any person (as this term is used in Sections 3(a)(9) and 13(d)(3) of the (4) At any time within any period of two years after a tender offer, merger, (5) The stockholders of the Company approve a plan of liquidation and (c) Notwithstanding the provisions of Section 9(a), if a distribution in (d) This Section 9 shall apply only to a Change in Control of Lockheed Martin (e) The Committee may cancel or modify this Section 9 at any time prior to a 40<\/p>\n 10. Deductibility of Payments<\/u>. In the event that the payment of 11. Change of Law<\/u>. Notwithstanding anything to the contrary herein, if 12. Tax Withholding<\/u>. To the extent required by law, the Company shall ARTICLE VI <\/u><\/p>\n EXTENT OF PARTICIPANTS153 RIGHTS <\/u><\/p>\n 1. Unfunded Status of Plan<\/u>. This Deferral Plan constitutes a mere 41<\/p>\n 2. Nonalienability of Benefits<\/u>. A Participant153s rights under this ARTICLE VII <\/u><\/p>\n AMENDMENT OR TERMINATION <\/u><\/p>\n 1. Amendment<\/u>. The Board or its authorized delegate may amend, modify, 2. Termination<\/u>. The Board reserves the right to terminate this Plan at 3. Transfer of Liability<\/u>. The Board reserves the right to transfer to ARTICLE VIII <\/u><\/p>\n ADMINISTRATION <\/u><\/p>\n 1. The Committee<\/u>. This Deferral Plan shall be administered by the 42<\/p>\n the Committee shall be designated by the Board. A majority of the members of 2. Delegation and Reliance<\/u>. The Committee may delegate to the officers 3. Exculpation and Indemnity<\/u>. Neither the Company nor any member of 4. Facility of Payment<\/u>. If a minor, person declared incompetent, or 5. Proof of Claims<\/u>. The Committee or its delegate may require proof of 6. Claim Procedures<\/u>. If a claim under this Deferral Plan is denied by 43<\/p>\n ARTICLE IX <\/u><\/p>\n GENERAL AND MISCELLANEOUS PROVISIONS <\/u><\/p>\n 1. No Guarantee of Employment or Award<\/u>. Neither this Deferral Plan, a 2. Affect on Retirement Plans<\/u>. Neither Incentive Compensation nor Long 3. Notice<\/u>. Any written notice to the Company referred to herein shall 4. Performance of Acts<\/u>. In the event it should become impossible for 5. Employee Consent<\/u>. By electing to become a Participant hereunder, 6. Terms Binding<\/u>. The provisions of this Deferral Plan and the 44<\/p>\n 7. Copy of Plan<\/u>. A copy of this Deferral Plan shall be available for 8. State Law<\/u>. The validity of this Deferral Plan or any of its 9. Regulatory Requirements<\/u>. This Deferral Plan and its operation, 10. Section 16 of Exchange Act<\/u>. It is the intent of the Company that 11. Securities Laws<\/u>. This Deferral Plan, allocations to and from the 45<\/p>\n Federal margin requirements) and to such approvals by any listing, regulatory 12. 1995 Awards<\/u>. Notwithstanding any other provision of this Deferral 13. Limits on Accounts<\/u>. At no time shall the aggregate Account 14. Electronic Notice and Signatures<\/u>. Whenever a signature notice or ARTICLE X <\/u><\/p>\n EFFECTIVE DATE AND SHAREHOLDER APPROVAL <\/u><\/p>\n This Deferral Plan was adopted by the Board on July 27, 1995 and became 46<\/p>\n Stock Investment Option shall retroactively be deemed ineffective, and the This Deferral Plan has been amended and restated effective as of the date 47<\/p>\n <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8070],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9546],"class_list":["post-38769","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lockheed-martin-corp","corporate_contracts_industries-aerospace__space","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38769","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38769"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38769"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38769"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38769"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\n2008,<\/strong> a Participant may reallocate the portion of his Account
\nBalance that is invested in the Interest Option and the Investment Fund Option
\nto the Interest Option (through June 30, 2009), the Company Stock Investment
\nOption, and the various investment funds in the Investment Fund Option, subject
\nto the trading restrictions that apply to the transfer and reallocation of
\ninvestments under the terms of the Qualified Savings Plan, applied as if such
\nQualified Savings Plan restrictions also pertain to the Interest Option;
\nprovided that a Participant may not at any time reallocate the portion of his
\nAccount Balance that has been invested at any time in the Company Stock
\nInvestment Option. Notwithstanding the foregoing, any election by a Section 16
\nPerson to reallocate any portion of his Account Balance to the Company Stock
\nInvestment Option shall only become effective if the election is made at least
\nsix months following the most recent election with respect to any plan of the
\nCorporation that involved the disposition of the Corporation153s equity securities
\npursuant to a “Discretionary Transaction” (as defined in Exchange Act Rule
\n16b-3). No amounts may be credited or reallocated to the Interest Option on or
\nafter July 1, 2009.<\/p>\n
\nbenefits to a Participant or Beneficiary under this Deferral Plan shall be
\nmeasured by and shall in no event exceed the Participant153s Account Balance.
\nExcept as otherwise provided in this Deferral Plan (including but not limited to
\nSection 5 of Article III with respect to Company Deferrals), a Participant153s
\nAccount Balance shall be paid to him in accordance with the Participant153s
\nelections under this Article V.<\/p>\n
\ncash to the extent a Participant153s Account is allocated to the Interest Option
\nor Investment Fund Option or is attributable to Company Deferrals and shall be
\nmade in whole shares of the Company153s Common Stock to the extent that a
\nParticipant153s Account is allocated to the Company Stock Investment Option (other
\nthan with respect to Company Deferrals) and, except as otherwise provided, shall
\nreduce allocations to the Interest Option, Investment Fund Option, and the
\nCompany Stock Investment Option in the same proportions that the Participant153s
\nAccount Balance is allocated between those investment options at the end of the
\nmonth preceding the date of distribution. Notwithstanding the foregoing, no
\namount of Deferred Compensation attributable to the Company Stock Investment
\nOption shall be distributed to a Section 16 Person under this Deferral Plan
\nunless such amount was allocated to the Company Stock Investment Option in
\naccordance with Section 1 of Article IV at least six months prior to the date of
\ndistribution. At the Company153s discretion a distribution of Common Stock may\n<\/p>\n
\n
\nname of the Participant. When an Account is distributed in a lump sum or, if an
\nAccount is distributed in installments, cash shall be distributed (or withheld
\nfor payment of applicable taxes) at that time in lieu of any fractional share of
\nCommon Stock. The cash distribution in lieu of fractional shares shall be based
\non the published closing price of the Company153s Common Stock on the last Trading
\nDay preceding the date the distribution is scheduled to be made.<\/p>\n
\ncompletes a Deferral Agreement, he or she shall elect from among the following
\noptions governing the date on which the payment of benefits shall commence:<\/p>\n
\nParticipant153s Termination of Employment with the Company for any reason.<\/p>\n
\nyear in which the Participant has a Termination of Employment with the Company
\nfor any reason.<\/p>\n
\ndate on which the Participant has both had a Termination of Employment with the
\nCompany for any reason and attained the age designated by the Participant in the
\nDeferral Agreement.<\/p>\n
\nDeferral Plan, the following specific rules apply to Participants who are
\nSection 16 Persons or Specified Employees. Subject to the rules regarding
\ndistributions to a Specified Employee, any payment of benefits in the form of
\nshares of Common Stock that would result in a nonexempt short-swing transaction
\nunder Section 16(b) of the Exchange Act shall be delayed until the earliest date
\nupon which the Company reasonably anticipates that the distribution either would
\nnot result in a nonexempt short-swing transaction or would otherwise not result
\nin liability under Section 16(b) of the Exchange Act. Any distributions to a
\nSpecified Employee (including a Section 16 Person) on account of a termination
\nof employment shall commence or be made on the Payment Date determined pursuant
\nto the Specified Employee153s election (or as otherwise provided under this
\nDeferral Plan), except that if such Payment Date would be within six (6) months
\nof the date of the Specified Employee153s Termination of Employment from the
\nCompany, distributions shall commence or be made on the next date that is at
\nleast six (6) months following such termination of employment, regardless of
\nwhether such date is a Payment Date.<\/p>\n
\nDeferral Agreement, he or she shall elect the form of payment of his or her
\nDeferred Compensation for the specified Award Year or Death Benefit, as
\napplicable, from among the following options:<\/p>\n
\n
\nParticipant not to exceed:<\/p>\n
\nJanuary 1, 2008:<\/p>\n
\nJanuary 1, 2008 and prior to January 1, 2010:<\/p>\n
\nafter January 1, 2010;<\/p>\n
\nArticle V. The amount of each annual payment shall be determined by dividing the
\nParticipant153s Account Balance at the end of the month prior to such payment by
\nthe number of installment payments then remaining in the designated installment
\nperiod.<\/p>\n
\nentitled to begin payment equals $10,000 or less, the Participant153s Account
\nBalance shall be paid in a single lump sum payment in full discharge of all
\nliabilities with respect to such benefits.<\/p>\n
\nhis or her Account Balance, the Company shall maintain sub-accounts for the
\nParticipant to determine the amounts subject to each payment election.<\/p>\n
\nthe commencement of payment and form of benefit for an Award Year or for a Death
\nBenefit, the Participant will be deemed to have elected that payment of benefits
\nwith respect to that Award Year or Death Benefit be made in a lump sum on or
\nabout the Payment Date next following the date of the Participant153s termination
\nof employment.<\/p>\n
\n(including a “deemed election” in accordance with the preceding paragraph) shall
\nremain in effect unless and until such election is modified by a subsequent
\nelection in accordance with (d) below.<\/p>\n
\nmay make a new election with respect to the commencement of payment and form of
\npayment with respect to any sub-account maintained for Award Years or a Death
\nBenefit or with respect to his or her entire Account Balance. A new election
\nunder this section shall be made by executing and delivering to the Company an
\nelection in such form as prescribed by the Company. To constitute a valid
\nelection by a Participant making a prospective<\/p>\n
\n
\nand delivered to the Company at least twelve (12) months before the date the
\nfirst payment would be due under the Participant153s previous election, and (ii)
\nthe first payment must be delayed by at least sixty (60) months from the date
\nthe first payment would be due under the Participant153s previous election, and
\n(iii) such change in election shall not be given effect until twelve 12 months
\nfrom the date that the change in election is delivered to the Company. In the
\nevent an election fails to satisfy the provisions set forth in this paragraph,
\nsuch election shall be void and, if such an election is void, payment shall be
\nmade in accordance with the most recent election which was valid.<\/p>\n
\nlater date as may be provided by the Internal Revenue Service in guidance of
\ngeneral applicability), the Senior Vice President, Human Resources may provide
\nalternative rules for elections with respect to the commencement of payment and
\nform of payment that conform to the rules provided in Notice 2005-1, and
\nsubsequent Internal Revenue Service guidance providing transition relief under
\nCode section 409A.<\/p>\n
\ncommencement of payment or form of payment after the date a Participant
\nterminates employment.<\/p>\n
\nParticipant153s payment elections under this Article V, subject to the
\nrequirements of Code section 409A, if the Participant terminates employment with
\nthe Company, other than by reason of death or disability (as defined in Section
\n8(b) of this Article V), and before the Participant has attained age 55, except
\nas provided in Section 5 of Article III with respect to Company Deferrals, the
\nParticipant153s Account Balance shall be distributed to him or her in a lump sum
\non or about the Payment Date next following the date of the Participant153s
\nTermination of Employment with the Company; provided, however, that if a
\ndistribution in accordance with the provisions of this Section 6 from the
\nportion of the Participant153s Account allocated to the Company Stock Investment
\nOption would otherwise result in a nonexempt short-swing transaction under
\nSection 16(b) of the Exchange Act, the date of distribution with respect to such
\nportion to such Section 16 Person shall be delayed until the earliest date upon
\nwhich the Company reasonably anticipates that the distribution either would not
\nresult in a nonexempt short-swing transaction or would otherwise not result in
\nliability under Section 16(b) of the Exchange Act. Distributions under this
\nSection 5 are subject to any delay in distribution required for Specified
\nEmployees as provided in Section 2 of this Article V.<\/p>\n
\nParticipant153s payment elections under this Article V, if following a
\nParticipant153s termination of employment with the Company, the Participant takes
\na position (or accepts a position) with a governmental entity, agency, or
\ninstrumentality and that employer has determined that the Participant153s
\ncontinued participation in the Plan may constitute a conflict of interest
\nprecluding the Participant from continuing in his position (or from accepting an
\noffered position) with that employer or subjecting the Participant to penalty,
\nsanction, or otherwise limiting the Participant153s<\/p>\n
\n
\nArticle III with respect to Company Deferrals, then, to the extent reasonably
\nnecessary, the Participant153s Account Balance shall be distributed to him or her
\nin a lump sum as soon as practical (but no later than 90 days) following the
\nlater of (i) the date on which the Participant commences employment with the
\ngovernment employer; or (ii) the date on which it is determined or indicated
\nthat the conflict of interest may exist; provided, however, that if a
\ndistribution in accordance with the provisions of this Section 6 from the
\nportion of the Participant153s Account allocated to the Company Stock Investment
\nOption would otherwise result in a nonexempt short-swing transaction under
\nSection 16(b) of the Exchange Act, the date of distribution with respect to such
\nportion to such Section 16 Person shall be delayed until the earliest date upon
\nwhich the Company reasonably anticipates that the distribution either would not
\nresult in a nonexempt short-swing transaction or would otherwise not result in
\nliability under Section 16(b) of the Exchange Act. This Section 6 of Article V
\nshall apply, however, only to the extent that the accelerated payment upon a
\nconflict of interest determination conforms to Code section 409A.<\/p>\n
\na complete distribution of his or her Account Balance, the Account Balance will
\nbe paid to the Participant153s Beneficiary in accordance with the payment
\nelections applicable to the Participant. If a Participant dies while actively
\nemployed or otherwise before the payment of benefits has commenced, payments to
\nthe Beneficiary shall commence on the date payments to the Participant would
\nhave commenced, taking account of the Participant153s Termination of Employment
\n(by death or before) and, if applicable, by postponing commencement until after
\nthe date the Participant would have attained the commencement age specified by
\nthe Participant. Whether the Participant dies before or after the commencement
\nof distributions, payments to the Beneficiary shall be made for the period or
\nremaining period elected by the Participant.<\/p>\n
\nParticipant153s payment elections under this Article V, a Participant or
\nBeneficiary may request an earlier distribution in the following limited
\ncircumstances (except as provided in Section 5 of Article III with respect to
\nCompany Deferrals):<\/p>\n
\ndistribution pursuant to this Section 8(a) on such form and in such manner as
\nthe Committee shall prescribe and, subject to the last sentence of this Section
\n8(a) with respect to Section 16 Persons, the Committee shall have the power and
\ndiscretion at any time to approve a payment to a Participant if the Committee
\ndetermines that the Participant is suffering from an unforeseeable severe
\nfinancial emergency (within the meaning of Code section 409A(A)(2)(A)(vi) and
\n409A(A)(2)((B)(ii)) caused by circumstances beyond the Participant153s control
\nwhich would cause a hardship to the Participant unless such payment were made.
\nAny such hardship payment will be in a lump sum and will not exceed the lesser
\nof (i) the amount necessary to satisfy the financial emergency (taking account
\nof the income tax liability associated with the distribution), or (ii) the
\nParticipant153s Account Balance; provided, however, that if a distribution in
\naccordance with the provisions of this Section 8(a) from the portion of the
\nParticipant153s Account allocated to the Company Stock Investment Option would
\notherwise result in a nonexempt short-swing transaction under Section 16(b) of
\nthe Exchange Act, the<\/p>\n
\n
\nshall be delayed until the earliest date upon which the Company reasonably
\nanticipates that the distribution either would not result in a nonexempt
\nshort-swing transaction or would otherwise not result in liability under Section
\n16(b) of the Exchange Act. The Committee153s determination under this Section 8(a)
\nshall conform to the requirements of Code section 409A(a)(2)(B)(iv).<\/p>\n
\nbecome permanently disabled within the meaning of Section 409A(a)(2)(C) of the
\nCode before the Participant153s entire Account Balance has been distributed, the
\nParticipant153s remaining Account Balance will be distributed within 90 days in a
\nlump sum payment; provided, however, that if a distribution in accordance with
\nthe provisions of this Section 8(b) from the portion of the Participant153s
\nAccount allocated to the Company Stock Investment Option would otherwise result
\nin a nonexempt short-swing transaction under Section 16(b) of the Exchange Act,
\nthe date of distribution with respect to such portion to any Section 16 Person
\nshall be delayed until the earliest date upon which the Company reasonably
\nanticipates that the distribution either would not result in a nonexempt
\nshort-swing transaction or would otherwise not result in liability under Section
\n16(b) of the Exchange Act.<\/p>\n
\nprovided in Section 5 of Article III with respect to Company Deferrals, the
\nAccount Balance of each Participant shall be distributed in a single lump sum
\nwithin fifteen (15) calendar days following a “Change in Control.”<\/p>\n
\nbe deemed to occur upon the following events:<\/p>\n
\nsecurities of the Company representing 25% or more of the combined voting power
\nof the Company153s then outstanding voting securities entitled to vote in the
\nelection of directors of the Company.<\/p>\n
\notherwise reorganized with one or more other entities that are not the Company153s
\nSubsidiaries and, as a result of the merger, combination, consolidation,
\nrecapitalization or other reorganization, less than 75% of the outstanding
\nvoting securities of the surviving or resulting corporation shall immediately
\nafter the event be owned in the aggregate by the stockholders of the Company
\n(directly or indirectly), determined on the basis of record ownership as of the
\ndate of determination of holders entitled to vote on the action (or in the
\nabsence of a vote, the day immediately prior to the event).<\/p>\n
\n
\nthe Exchange Act, but excluding any person described in and satisfying the
\nconditions of Rule 13d-1 (b)(1) thereunder), becomes the beneficial owner (as
\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
\nsecurities of the Company representing 25% or more of the combined voting power
\nof the Company153s then outstanding securities entitled to vote in the election of
\ndirectors of the Company.<\/p>\n
\ncombination, consolidation, recapitalization, or other reorganization or a
\ncontested election, or any combination of these events, the “Incumbent
\nDirectors” shall cease to constitute at least a majority of the authorized
\nnumber of members of the Board. For purposes hereof, “Incumbent Directors” shall
\nmean the persons who were members of the Board immediately before the first of
\nthese events and the persons who were elected or nominated as their successors
\nor pursuant to increases in the size of the Board by a vote of at least
\nthree-fourths of the Board members who were then Board members (or successors or
\nadditional members so elected or nominated).<\/p>\n
\ndissolution or the sale or transfer of substantially all of the Company153s
\nbusiness and\/or assets as an entirety to an entity that is not a Company
\nSubsidiary.<\/p>\n
\naccount of a Change in Control and prior to the benefit commencement date
\nspecified in Section 2 of Article V unless the Change in Control is an event
\nqualifying for a distribution of deferred compensation under both the definition
\nof Change in Control in this Plan and in Section 409A(a)(2)(A)(v) of the Code.\n<\/p>\n
\naccordance with the provisions of Section 9(a) would result in a nonexempt
\nshort-swing transaction under Section 16(b) of the Exchange Act with respect to
\nany Section 16 Person, then the date of distribution to such Section 16 Person
\nshall be delayed until the earliest date upon which the Company reasonably
\nanticipates that the distribution either would not result in a nonexempt
\nshort-swing transaction or would otherwise not result in liability under Section
\n16(b) of the Exchange Act.<\/p>\n
\nCorporation and shall not cause immediate payout of Deferred Compensation in any
\ntransaction involving the Company153s sale, liquidation, merger, or other
\ndisposition of any subsidiary.<\/p>\n
\nChange in Control. In the event of a Change in Control, this Section 9 shall
\nremain in force and effect, and shall not be subject to cancellation or<\/p>\n
\n
\n9 shall not, for purposes of Section 9, be subject to cancellation or
\nmodification during the five-year period.<\/p>\n
\nsection 409A, in the event that the Company reasonably anticipates that the
\npayment of benefits in accordance with the Participant153s election under Section
\n3 of this Article VI would prevent the Company from claiming an income tax
\ndeduction with respect to any portion of the benefits paid under Code section
\n162(m), the Committee shall have the right to delay the timing of distributions
\nfrom the Participant153s Account as necessary to maximize the Company153s tax
\ndeductions. In the exercise of its discretion to adopt a delayed distribution
\nschedule, the Committee shall undertake to have distributions made at such times
\nand in such amounts as the Company reasonably anticipates, or should reasonably
\nanticipate, that if the payment is made during such year, the deduction will not
\nbe barred by Code section 162(m) or upon a Termination of Employment in
\naccordance with Treasury Regulation section 1.409A-2(b)(7)(i), consistent with
\nthe objective of maximum deductibility for the Company. The Committee shall have
\nno authority to reduce a Participant153s Account Balance or to pay aggregate
\nbenefits less than the Participant153s Account Balance in the event that all or a
\nportion thereof would not be deductible by the Company. All scheduled payments
\nunder this Plan and any other plan required to be aggregated with this Plan must
\nbe delayed in order for such payment to be delayed pursuant to this Section 8.\n<\/p>\n
\nthe Committee determines in good faith, based on consultation with counsel and
\nin accordance with the requirements of Code section 409A, that the Federal
\nincome tax treatment or legal status of the Plan has or may be adversely
\naffected by a change in the Code, Title I of the Employee Retirement Income
\nSecurity Act of 1974, or other applicable law or by an administrative or
\njudicial construction thereof, the Committee may direct that the Accounts of
\naffected Participants or of all Participants be distributed as soon as
\npracticable after such determination is made, to the extent deemed necessary or
\nadvisable by the Committee to cure or mitigate the consequences, or possible
\nconsequences of, such change in law or interpretation thereof.<\/p>\n
\nwithhold from benefit payments hereunder, or with respect to any Incentive
\nCompensation, Long Term Incentive Award, or Death Benefit payment deferred
\nhereunder or credit contributed by the Company under Article IV, any Federal,
\nstate, or local income or payroll taxes required to be withheld and shall
\nfurnish the recipient and the applicable government agency or agencies with such
\nreports, statements, or information as may be legally required.<\/p>\n
\ncontractual promise by the Company to make payments in the future, and each
\nParticipant153s rights shall be those of a general, unsecured creditor of the
\nCompany. No Participant shall have any beneficial interest in any specific
\nassets that the Company may hold or set aside in<\/p>\n
\n
\nthe Company in meeting its obligations under this Deferral Plan, the Company may
\nset aside assets in a trust described in Revenue Procedure 92-64, 1992-2 C.B.
\n422, and the Company may direct that its obligations under this Deferral Plan be
\nsatisfied by payments out of such trust. The assets of any such trust will
\nremain subject to the claims of the general creditors of the Company. It is the
\nCompany153s intention that the Deferral Plan be unfunded for Federal income tax
\npurposes and for purposes of Title I of the Employee Retirement Income Security
\nAct of 1974.<\/p>\n
\nshall not be assignable or transferable and any purported transfer, assignment,
\npledge or other encumbrance or attachment of any payments or benefits under this
\nPlan, or any interest therein shall not be permitted or recognized, other than
\nthe designation of, or passage of payment rights to, a Beneficiary.
\nNotwithstanding, any portion of a Participant153s benefit under this Plan may be
\npaid to a spouse, former spouse, or child pursuant to the terms of a domestic
\nrelations order (which shall be interpreted and administered in accordance with
\nCode sections 414(p)(1)(B) and 409A), provided that the form of payment
\ndesignated in such order is a lump sum payment described in Section 3(a) of
\nArticle V of this Deferral Plan.<\/p>\n
\nsuspend or discontinue this Deferral Plan at any time subject to any shareholder
\napproval that may be required under applicable law, provided, however, that no
\nsuch amendment shall have the effect of reducing a Participant153s Account Balance
\nor postponing the time when a Participant is entitled to receive a distribution
\nof his Account Balance. Further, no amendment may alter the formula for
\ncrediting interest to Participants153 Accounts with respect to amounts for which
\ndeferral elections have previously been made, unless the amended formula is not
\nless favorable to Participants than that previously in effect, or unless each
\naffected Participant consents to such change.<\/p>\n
\nany time and to pay all Participants their Account Balances in any form and at
\nsuch times that the Board reasonably determines in its discretion is appropriate
\nand conforms to the requirements of Code section 409A; provided, however, that
\nif a distribution in accordance with the provisions of this Section 2 would
\notherwise result in a nonexempt short-swing transaction under Section 16(b) of
\nthe Exchange Act, the date of distribution with respect to any Section 16 Person
\nshall be delayed until the earliest date upon which the distribution either
\nwould not result in a nonexempt short-swing transaction or would otherwise not
\nresult in liability under Section 16(b) of the Exchange Act.<\/p>\n
\nanother entity all of the obligations of Company with respect to a Participant
\nunder this Plan if such entity agrees pursuant to a binding written agreement to
\nassume all of the obligations of the Company under this Plan with respect to
\nsuch Participant.<\/p>\n
\n
\nManagement Development and Compensation Committee of the Board or such other
\ncommittee of the Board as may be designated by the Board and constituted so as
\nto permit this Deferral Plan to comply with the disinterested administration
\nrequirements of Rule 16b-3 of the Exchange Act. The members of the Committee
\nshall be designated by the Board. A majority of the members of the Committee
\n(but not fewer than two) shall constitute a quorum. The vote of a majority of a
\nquorum or the unanimous written consent of the Committee shall constitute action
\nby the Committee. The Committee and the Claims Administrator (identified in
\nSection 6 below) shall have full authority to interpret the Plan, and
\ninterpretations of the Plan by the Committee or the Claims Administrator shall
\nbe final and binding on all parties. Notwithstanding anything contained in the
\nDeferral Plan or in any document issued under the Deferral Plan, it is intended
\nthat the Deferral Plan will at all times conform to the requirements of Code
\nsection 409A and any regulations or other guidance issued thereunder, and that
\nthe provisions of the Deferral Plan will be interpreted to meet such
\nrequirements. If any provision of the Deferral Plan is determined not to conform
\nto such requirements, the Deferral Plan shall be interpreted to omit such
\noffending provision.<\/p>\n
\nofficers or employees of the Company the authority to execute and deliver those
\ninstruments and documents, to do all acts and things, and to take all other
\nsteps deemed necessary, advisable or convenient for the effective administration
\nof this Deferral Plan in accordance with its terms and purpose, except that the
\nCommittee has not delegated (and may not delegate) any authority the delegation
\nof which would cause this Deferral Plan to fail to satisfy the applicable
\nrequirements of Rule 16b-3. In making any determination or in taking or not
\ntaking any action under this Deferral Plan, the Committee or its delegate may
\nobtain and rely upon the advice of experts, including professional advisors to
\nthe Company. No member of the Committee or officer of the Company who is a
\nParticipant hereunder may participate in any decision specifically relating to
\nhis or her individual rights or benefits under the Deferral Plan.<\/p>\n
\nthe Board or of the Committee, nor any other person participating in any
\ndetermination of any question under this Deferral Plan, or in the
\ninterpretation, administration or application thereof, shall have any liability
\nto any party for any action taken or not taken in good faith under this Deferral
\nPlan or for the failure of the Deferral Plan or any Participant153s rights under
\nthe Deferral Plan to achieve intended tax consequences, to qualify for exemption
\nor relief under Section 16 of the Exchange Act and the rules thereunder, or to
\ncomply with any other law, compliance with which is not required on the part of
\nthe Company.<\/p>\n
\nperson incapable of handling the disposition of his or her property is entitled
\nto receive a benefit, make an application, or make an election hereunder, the
\nCommittee or the Claims Administrator may direct that such benefits be paid to,
\nor such application or election be made by, the guardian, legal representative,
\nor person having the care and custody of such minor, incompetent, or<\/p>\n
\n
\nimplemented in accordance with this Section shall completely discharge the
\nCompany and the Committee (or the Claims Administrator) from all liability with
\nrespect thereto.<\/p>\n
\nrequire proof of the death, disability, incompetency, minority, or incapacity of
\nany Participant or Beneficiary and of the right of a person to receive any
\nbenefit or make any application or election.<\/p>\n
\nPlan is wholly or partially denied by the Claims Administrator are as follows:\n<\/p>\n
\nfurnish to claimant a written notice setting forth, in a manner calculated to be
\nunderstood by claimant: (1) the specific reason or reasons for the denial; (2)
\nspecific reference to pertinent Deferral Plan provisions on which the denial is
\nbased; (3) a description of any additional materials or information necessary
\nfor the claimant to perfect the claim and an explanation of why such material or
\ninformation is necessary; (4) an explanation of the steps to be taken if the
\nclaimant wishes to have the denial reviewed; and (5) a statement of the
\nclaimant153s right to bring a civil action under section 502(a) of ERISA following
\nan adverse determination on review. The 90-day period may be extended for not
\nmore than an additional 90 days if special circumstances make such an extension
\nnecessary. The Claims Administrator shall give the claimant, before the end of
\nthe initial 90-day period, a written notice of such extension, stating such
\nspecial circumstances and the date by which the Claims Administrator expects to
\nrender a decision.<\/p>\n
\ndays after receipt by claimant of the written notice described in paragraph (a),
\nthe claimant or his duly authorized representative may request review of the
\ndenial of his claim.<\/p>\n
\nrepresentative may submit issues, comments, documents, records and other
\ninformation relating to the claim for benefits to the Claims Administrator. In
\naddition, the claimant will be provided, upon request and free of charge,
\nreasonable access to and copies of all documents, records, or other information
\n“relevant” to claimant153s claim for benefits. A document, record, or other
\ninformation is “relevant” if it: (1) was relied upon in making the benefit
\ndetermination; (2) was submitted, considered or generated in the course of
\nmaking the benefit determination, without regard to whether such document,
\nrecord or information was relied upon in making the benefit determination; or
\n(3) demonstrates compliance with administrative processes and safeguards
\nrequired under Federal law.<\/p>\n
\naccount all comments, records and other information submitted by the claimant
\nrelating to the claim, without regard to whether such information was submitted
\nor<\/p>\n
\n
\nshall make a decision and furnish such decision in writing to the claimant
\nwithin 60 days after receipt by the Claims Administrator of the request for
\nreview. This period may be extended to not more than 120 days after such receipt
\nif special circumstances make such an extension necessary. The claimant will be
\nnotified in writing prior to the expiration of the original 60-day period if
\nsuch an extension is required, and such notice will include the reason for the
\nextension and the date by which it is expected that a decision will be reached.
\nThe decision on review shall be in writing, set forth in a manner calculated to
\nbe understood by the claimant and shall include: (1) the specific reasons for
\nthe decision; (2) specific reference to the pertinent Deferral Plan provisions
\non which the decision is based; (3) a statement that the claimant is entitled to
\nreceive, upon request and free of charge, reasonable access to and copies of all
\ndocuments, records, and other information “relevant” to the claimant153s claim for
\nbenefits; (4) a description of any additional material or information necessary
\nfor the claimant to perfect the claim and an explanation of why such material or
\ninformation is necessary; (5) a statement describing any voluntary appeal
\nprocedures and the claimant153s right to obtain information about such procedures,
\nif any; and (6) a statement of the claimant153s right to bring a civil action
\nunder section 502(a) of ERISA following an adverse benefit determination on
\nreview. If in the event that the reviewing committee must make a determination
\nof disability in order to decide a claim, the reviewing committee shall follow
\nthe special claims procedures for disability benefits described in Department of
\nLabor Regulation section 2560.503-1(d). The reviewing committee shall render a
\ndecision within a reasonable time (not to exceed 90 days) after the claimant153s
\nrequest for review, rather than within 120 days as set forth in the above
\nparagraph.<\/p>\n
\nPlan Administrative Committee. Notwithstanding the foregoing, with respect to
\nclaims and appeals brought by elected officers of the Company, the Claims
\nAdministrator shall be the Committee.<\/p>\n
\nCompany Deferral nor a Participant153s Deferral Agreement, either singly or
\ncollectively, shall in any way obligate the Company to continue the employment
\nof a Participant with the Company, nor does either this Deferral Plan, a Company
\nDeferral or a Deferral Agreement limit the right of the Company at any time and
\nfor any reason to terminate the Participant153s employment. In no event shall this
\nDeferral Plan, a Company Deferral or a Deferral Agreement, either singly or
\ncollectively, by their terms or implications constitute an employment contract
\nof any nature whatsoever between the Company and a Participant. In no event
\nshall this Deferral Plan, a Company Deferral or a Deferral Agreement, either
\nsingly or collectively, by their terms or implications in any way obligate the
\nCompany to award Incentive Compensation, grant any award under the Omnibus Plan
\nor IPA Plan, pay any Death Benefit, or make any Long Term Incentive Award
\npayment to any Eligible Employee for any Award Year, whether or not the<\/p>\n
\n
\nnor in any other way limit the right of the Company to change an Eligible
\nEmployee153s compensation or other benefits.<\/p>\n
\nbe made by mailing or delivering such notice to the Company at 6801 Rockledge
\nDrive, Bethesda, Maryland 20817, to the attention of the Senior Vice President,
\nHuman Resources. Any written notice to a Participant shall be made by delivery
\nto the Participant in person, through electronic transmission, or by mailing
\nsuch notice to the Participant at his or her last-known place of residence or
\nbusiness address.<\/p>\n
\nthe Company or the Committee to perform any act required by this Deferral Plan,
\nthe Company or the Committee may perform such other act as it in good faith
\ndetermines will most nearly carry out the intent and the purpose of this
\nDeferral Plan.<\/p>\n
\neach Eligible Employee shall be deemed conclusively to have accepted and
\nconsented to all of the terms of this Deferral Plan.<\/p>\n
\nDeferral Agreements hereunder shall be binding upon and inure to the benefit of
\nthe Company, its successors, and its assigns, and to the Participants and their
\nheirs, executors, administrators, and legal representatives.<\/p>\n
\ninspection by Participants or other persons entitled to benefits under the
\nDeferral Plan at reasonable times at the offices of the Company.<\/p>\n
\nprovisions shall be construed, administered, and governed in all respects under
\nand by the laws of the State of Maryland, except as to matters of Federal law.
\nIf any provisions of this instrument shall be held by a court of competent
\njurisdiction to be invalid or unenforceable, the remaining provisions hereof
\nshall continue to be fully effective.<\/p>\n
\nincluding but not limited to, the mechanics of deferral elections, the
\nreallocation of all or a portion of a Participant153s Account Balance, the
\nissuance of securities, if any, or the payment of cash hereunder is subject to
\ncompliance with all applicable Federal and state laws, rules and regulations
\n(including but not limited to state and Federal insider trading, registration,
\nreporting and other securities laws) and such other approvals by any listing,
\nregulatory or governmental authority as may, in the opinion of counsel for the
\nCompany, be necessary or advisable in connection therewith.<\/p>\n
\nthis Deferral Plan satisfy and be interpreted in a manner, that, in the case of
\nParticipants who are or may be Section 16 Persons, satisfies any applicable
\nrequirements of Rule 16b-3 of the Exchange Act or other exemptive rules under
\nSection 16 of the Exchange Act and will not<\/p>\n
\n
\nprovision of this Deferral Plan would otherwise frustrate or conflict with the
\nintent expressed in this Section 9, that provision to the extent possible shall
\nbe interpreted and deemed amended so as to avoid such conflict. To the extent of
\nany remaining irreconcilable conflict with this intent, the provision shall be
\ndeemed disregarded. Similarly, any action or election by a Section 16 Person
\nwith respect to the Deferral Plan to the extent possible shall be interpreted
\nand deemed amended so as to avoid liability under Section 16 or, if this is not
\npossible, to the extent necessary to avoid liability under Section 16, shall be
\ndeemed ineffective. Notwithstanding anything to the contrary in this Deferral
\nPlan, the provisions of this Deferral Plan may at any time be bifurcated by the
\nBoard or the Committee in any manner so that certain provisions of this Deferral
\nPlan are applicable solely to Section 16 Persons. Notwithstanding any other
\nprovision of this Deferral Plan to the contrary, if a distribution which would
\notherwise occur is prohibited or proposed to be delayed because of the
\nprovisions of Section 16 of the Exchange Act or the provisions of the Deferral
\nPlan designed to ensure compliance with Section 16, the Section 16 Person
\ninvolved may affirmatively elect in writing to have the distribution occur in
\nany event; provided that the Section 16 Person shall concurrently enter into
\narrangements satisfactory to the Committee in its sole discretion for the
\nsatisfaction of any and all liabilities, costs and expenses arising from this
\nelection.<\/p>\n
\nCompany Stock Investment Option and the issuance and delivery of shares of
\nCommon Stock and\/or other securities or property or the payment of cash under
\nthis Deferral Plan, are subject to compliance with all applicable Federal and
\nstate laws, rules and regulations (including but not limited to state and
\nFederal insider trading, registration, reporting and other securities laws and
\nFederal margin requirements) and to such approvals by any listing, regulatory or
\ngovernmental authority as may, in the opinion of counsel for the Company be
\nnecessary or advisable to comply with all legal requirements. Any securities
\ndelivered under this Deferral Plan shall be subject to such restrictions (and
\nthe person acquiring such securities shall, if requested by the Company provide
\nsuch evidence, assurance and representations to the Company as to compliance
\nwith any thereof) as counsel to the Company may deem necessary or desirable to
\nassure compliance with all applicable legal requirements.<\/p>\n
\ndelivery of a document is required or appropriate under this Deferral Plan,
\nsignature, notice or delivery may be accomplished by paper or written format or,
\nto the extent authorized by the Committee, by electronic means. In the event the
\nCommittee authorizes electronic means for the signature, notice or delivery of a
\ndocument under this Deferral Plan, the electronic record or confirmation of that
\nsignature, notice or delivery maintained by or on behalf of the Committee shall
\nfor purposes of this Deferral Plan be treated as if it was a written signature
\nor notice and was delivered in the manner provided herein for a written
\ndocument.<\/p>\n
\n
\nbecame effective upon adoption to awards of Incentive Compensation for the
\nCompany153s fiscal year ending December 31, 1995 and subsequent fiscal years.
\nSubsequent amendments to the Deferral Plan are effective as of the date stated
\nin the amendment or the adopting resolution.<\/p>\n
\nstated on the first page herein.<\/p>\n
\n
\nthat was earned and vested prior to January 1, 2005 (and any earnings
\nattributable to that portion). This Appendix A shall not apply to the portion of
\na Participant153s Account Balance that is earned or becomes vested on or after
\nJanuary 1, 2005 (and any earnings attributable to that portion).<\/p>\n
\nCompensation Plan (the “Deferral Plan153) are to provide certain key management
\nemployees of Lockheed Martin Corporation and its subsidiaries (the “Company”)
\nthe opportunity to defer receipt of (i) Incentive Compensation awards under the
\nLockheed Martin Corporation Management Incentive Compensation Plan (the “MICP”)
\nand (ii) Long Term Incentive Award payments under the Lockheed Martin
\nCorporation 1995 Omnibus Performance Award Plan (the “Omnibus Plan”) and the
\nLockheed Martin Corporation 2003 Incentive Performance Award Plan (the “IPA
\nPlan”). Providing this opportunity to defer income under the Deferral Plan will
\nencourage key employees to maintain a financial interest in the Company153s
\nperformance. Except as expressly provided hereinafter, the provisions of this
\nDeferral Plan and the MICP, the Omnibus Plan and the IPA Plan shall be construed
\nand applied independently of each other.<\/p>\n
\npayments under the Omnibus Plan and the IPA Plan and expressly does not apply to
\nany special awards which may be made under any of the Company153s other incentive
\nplans, except and to the extent specifically provided under the terms of such
\nother incentive plans and the relevant awards.<\/p>\n
\nhave the meanings hereinafter indicated:<\/p>\n
\nParticipant which is credited with the Participant153s Deferred Compensation and
\nearnings (or losses) attributable to the investment options selected by the
\nParticipant, and which is debited to reflect distributions and forfeitures; the
\nportions of a Participant153s Account allocated to different investment options
\nand the portions attributable to the deferral of Incentive Compensation awards
\nand Long Term Incentive Award payments will be accounted for separately.<\/p>\n
\n
\nany point in time, including the portions of the Account allocated to each
\ninvestment option.<\/p>\n
\nto which an Eligible Employee is awarded Incentive Compensation; as to a Long
\nTerm Incentive Award payment and the related Company Deferral, the first
\ncalendar year in the Performance Period for which the Long Term Incentive Award
\nis effective with respect to an Eligible Employee.<\/p>\n
\ndesignated by a Participant, on the form provided by the Company, to receive
\ndistributions of the Participant153s Account Balance, if any, upon the
\nParticipant153s death. In the absence of a valid designation, or if the designated
\nBeneficiary has predeceased the Participant, the Participant153s Beneficiary shall
\nbe the personal representative of the Participant153s estate in the event of a
\nParticipant153s death. A Participant may amend his or her Beneficiary designation
\nat any time before the Participant153s death.<\/p>\n
\nelection of the Participant, for the two-year period following the end of a
\nPerformance Period for a Long Term Incentive Award.<\/p>\n
\namount credited to a Participant153s Account will be based on the market value and
\ninvestment return of the Company153s Common Stock.<\/p>\n
\nEmployee on the form provided by the Company under which the Eligible Employee
\nelects to defer Incentive Compensation for an Award Year, or a Long Term
\nIncentive Award and any related Company Deferral for an Award Year.<\/p>\n
\nIncentive Compensation Plan, adopted by the Board on July 27, 1995, and as
\namended from time to time.<\/p>\n
\n
\na Participant153s Account under the Deferral Plan and the amount of any Long Term
\nIncentive Award payment credited to a Participant153s Account under the Deferral
\nPlan (other than Company Deferrals).<\/p>\n
\nthe MICP or who receives a Long Term Incentive Award under the Omnibus Plan or
\nthe IPA Plan and who has satisfied such additional requirements for
\nparticipation in this Deferral Plan as the Committee may from time to time
\nestablish. In the exercise of its authority under this provision, the Committee
\nshall limit participation in the Plan to employees whom the Committee believes
\nto be a select group of management or highly compensated employees within the
\nmeaning of Title I of the Employee Retirement Income Security Act of 1974, as
\namended.<\/p>\n
\nAward Year.<\/p>\n
\nAward Plan.<\/p>\n
\ncredited to a Participant153s Account based on the interest rate applicable under
\nCost Accounting Standard 415, Deferred Compensation.<\/p>\n
\nlosses)will be credited to a Participant153s Account based on the market value and
\ninvestment return of the investment options (including target date funds and
\ncore funds (and successor funds), and excluding the Company Stock Fund, ESOP
\nFund, and Self-Managed Account) that are available to participants pursuant to
\nthe terms of the Qualified Savings Plan, provided that the Committee retains the
\ndiscretion to add certain funds to, or to exclude certain funds from, the
\nInvestment Fund Option.<\/p>\n
\nemployee under the Omnibus Plan or the IPA Plan.<\/p>\n
\nPlan.<\/p>\n
\nAward Plan.<\/p>\n
\nLong Term Incentive Award payment has been deferred for one or more years under
\nthis Deferral Plan; the term shall include a former employee whose Deferred
\nCompensation has not been fully distributed.<\/p>\n
\n
\nabout on which payment to the Participant is to be made or to begin in
\naccordance with Article V.<\/p>\n
\nover which the Company153s performance is measured by reference to total
\nstockholder return to determine whether any payment will be made under such Long
\nTerm Incentive Award.. QUALIFIED SAVINGS PLAN : The Lockheed Martin Corporation
\nSalaried Savings Plan or any successor plan.<\/p>\n
\nParticipant or Beneficiary under Section 6(a) of Article IV is effected, which
\nshall be the June 30, July 31, August 31 or September 30 immediately following
\nthe end of the Reallocation Election Period in which his or her election under
\nSection 6(a) becomes irrevocable.<\/p>\n
\nBeneficiary may under Section 6(a) of Article IV elect a reallocation of his or
\nher Account Balance from one investment option to another investment option, and
\nthere shall be four such election periods: June 1 through June 15, 2004, June 16
\nthrough July 15, 2004, July 16 through August 15, 2004 and August 16 through
\nSeptember 15, 2004.<\/p>\n
\nshort-swing liability provisions of Section 16 of the Securities Exchange Act of
\n1934 on the date a Deferral Agreement or other election form is delivered to the
\nCompany in accordance with the terms of this Deferral Plan.<\/p>\n
\njoint venture or other business entity of which 50% or more of the voting stock
\nor other equity interests (in the case of entities other than corporation), is
\nowned or controlled (directly or indirectly) by that entity, or by one or more
\nof the Subsidiaries of that entity, or by a combination thereof.<\/p>\n
\nCommon Stock are reported in the consolidated transaction reporting system.<\/p>\n
\nIncentive Compensation for an Award Year by executing and delivering to the
\nCompany a Deferral Agreement no later than October 31 of the Award Year,
\nprovided that any election by a Section 16 Person shall be subject to the
\nprovisions of Section 4 of Article IV.<\/p>\n
\n
\nEmployee may elect to defer the payment of a Long Term Incentive Award and a
\nCompany Deferral for an Award Year by executing and delivering to the Company a
\nDeferral Agreement no later than October 31 of the Award Year, provided that any
\nelection by a Section 16 Person shall be subject to the provisions of Section 4
\nof Article IV.<\/p>\n
\nright to modify or revoke a Deferral Agreement for an Award Year after the
\napplicable deadline described in Section 1(a) and Section 1(b) of this Article
\nIII for delivering a Deferral Agreement to the Company for such Award Year,
\nprovided no Section 16 Person shall have the right to modify or revoke a
\nDeferral Agreement after such applicable deadline or, if earlier, after the date
\nthe agreement has been delivered to the Company. The Committee may establish
\npolicies and procedures to determine when a Deferral Agreement or other election
\ncalled for under this Plan has been delivered to the Company. Each Deferral
\nAgreement shall apply only to amounts deferred in that Award Year and a separate
\nDeferral Agreement must be completed for each Award Year for which an Eligible
\nEmployee defers Incentive Compensation or a Long Term Incentive Award.<\/p>\n
\nelection may be stated as:<\/p>\n
\n$1,000,<\/p>\n
\nEmployee153s Incentive Compensation or Long Term Incentive Award payment (adjusted
\nto the next highest multiple of $1,000),<\/p>\n
\nIncentive Award payment over a dollar amount specified by the Eligible Employee
\n(which must be an even multiple of $1,000), or<\/p>\n
\nIncentive Award payment.<\/p>\n
\nParticipant is awarded, in the case of Incentive Compensation, at least $10,000
\nof Incentive Compensation for that Award Year, or in the case of Long Term
\nIncentive Award, at least $10,000 is payable to the Participant in cash at the
\nconclusion of the Performance Period applicable to a Long Term Incentive Award
\npayment. In addition, in the case of a deferral election under paragraph (c) of
\nthis Section 2, an Eligible Employee153s deferral election shall be effective only
\nif the resulting excess amount is at least $5,000.<\/p>\n
\notherwise be deferred and credited to an Eligible Employee153s Account will be
\nreduced by the amount of any tax that the Company is required to withhold with
\nrespect to the Deferred Compensation. The reduction for taxes shall be made
\nproportionately out of amounts otherwise allocable to the Interest Option and
\nthe Company Stock Investment Option.<\/p>\n
\n
\nmore than one Long Term Incentive Award with respect to the same Performance
\nPeriod, the elections made by the Eligible Employee under this Article III as
\nwell as under Articles V and VI for the first Long Term Incentive Award granted
\nto the Eligible Employee with respect to a Performance Period shall be deemed to
\nbe the elections made by that Eligible Employee for any other Long Term
\nIncentive Awards granted to that Eligible Employee with respect to that same
\nPerformance Period.<\/p>\n
\nAwards, 50% of the amount payable at the end of the Performance Period will be
\nautomatically deferred until the second anniversary of the last day of the
\nPerformance Period with respect to a particular award. The Company may establish
\nan account for Company Deferrals under the Company Stock Investment Option of
\nthis Deferral Plan. However, the terms governing the Company Deferrals will be
\ngoverned for the two year period of deferral by the terms of the award agreement
\nentered into under the Omnibus Plan or the IPA Plan with respect to the Long
\nTerm Incentive Award and not by this Deferral Plan except to the extent the
\naward agreement expressly refers to the terms of this Deferral Plan.
\nNotwithstanding the foregoing, if the Participant elects to defer the Company
\nDeferrals beyond the second anniversary of the end of the Performance Period,
\nthe deferrals will be treated as made under this Deferral Plan for the period
\nfollowing the second anniversary of the end of the Performance Period.<\/p>\n
\nLong Term Incentive Award payment that a Participant has elected to defer under
\nthis Deferral Plan shall be credited to the Participant153s Account as of the
\nTrading Day set by action of the Committee or, if the Committee does not act to
\nset such a day, on the second Trading Day which follows the date of approval of
\nthe related Incentive Compensation or Long Term Incentive Award. If the Company
\nestablishes an account for Company Deferrals pursuant to Section 5 of Article
\nIII, the Company Deferrals shall be credited to such account as of the last
\nTrading Day in the Performance Period. Any Deferred Compensation credits under
\nthis Section 1 which are allocable to the Interest Option shall be credited at
\nthe dollar amount of such credits. Any Deferred Compensation and Company
\nDeferral credits under this Section 1 which are allocable to the Company Stock
\nInvestment Option shall be credited as if the dollar amount of credits had been
\ninvested in the Company153s Common Stock at the published closing price of the
\nCompany153s Common Stock on the applicable Trading Day described in this Section
\n1. Any Deferred Compensation and Company Deferral credits under this Section 1
\nwhich are allocable to the Investment Fund Option shall be credited as if the
\ndollar amount of credits had been invested in the applicable fund at the
\npublished closing price of the applicable fund on the applicable Trading Day
\ndescribed in this Section 1.<\/p>\n
\n
\non the investment option or options to which the Account has been allocated
\nbeginning with the applicable Trading Day described in this Article IV.<\/p>\n
\nArticle IV shall be credited to the Participant153s Account as of the applicable
\nday or Trading Day described for such reallocation in this Article IV.<\/p>\n
\nArticle V shall be credited with earnings (or losses) through the Trading Day
\nthat is four (4) business days prior to the Payment Date on which a distribution
\nis to be made. Any amount distributed from a Participant153s Account in stock
\npursuant to Article V shall be credited with earnings (or losses) through the
\nlast Trading Day preceding the date on which a distribution is to be made.<\/p>\n
\nthe last Trading Day in the period which ends on the second anniversary of the
\nend of the applicable Performance Period unless deferred further pursuant to a
\nDeferral Agreement.<\/p>\n
\nor reallocated to the Interest Option shall be credited with interest, valued
\ndaily, while so allocated or reallocated at a rate equivalent to the then
\npublished rate for computing the present value of future benefits at the time
\ncost is assignable under Cost Accounting Standard 415, Deferred Compensation, as
\ndetermined by the Secretary of the Treasury on a semi-annual basis pursuant to
\nPub. L. 92-41, 85 Stat. 97. No amounts may be reallocated to the Interest Option
\non or after July 1, 2009. Amounts deferred prior to January 1, 2005 may remain
\ninvested in the Interest Option until such amounts are transferred to the
\nCompany Stock Investment Option or the Investment Fund Option on or after July
\n1, 2009.<\/p>\n
\nCompany Stock Investment Option shall be credited when so allocated or
\nreallocated on the applicable Trading Day described in this Article IV as if
\nsuch amount had been invested in the Company153s Common Stock at the published
\nclosing price of the Company153s Common Stock on such Trading Day.<\/p>\n
\nCompany Stock Investment Option shall reflect any post-allocation appreciation
\nor depreciation in the market value of the Company153s Common Stock based on the
\npublished closing price of the stock on each Trading Day and shall reflect
\ndividends paid and any other distributions made with respect to the Company153s
\nCommon Stock.<\/p>\n
\nreinvested in the Company153s Common Stock at the published closing price of the\n<\/p>\n
\n
\nor, if the dividend is paid on a day which is not a Trading Day, on the Trading
\nDay which immediately precedes the day the dividend is paid.<\/p>\n
\nwith paragraph 5 (or paragraph 4 prior to October 1, 2004) of this Article IV
\nfrom the Company Stock Investment Option to the Interest Option or the , the
\nreallocation shall be credited to the Interest Option as if the Company153s Common
\nStock had been bought or sold at the published closing price of the Company153s
\nCommon Stock on the Trading Day on which the reallocation is effective, or if
\nthe reallocation is effective as of the day that is not a Trading Day, the
\nTrading Day which immediate precedes the effective date of the reallocation.\n<\/p>\n
\na Participant153s Account based on the investment option or options within the
\nInvestment Fund Option to which his or her Account has been allocated. The
\nmanner in which earnings (or losses) are credited under each of the investment
\noptions shall be determined in the same manner as under the Qualified Savings
\nPlan. The procedures for directing the allocation and reallocation among the
\ninvestment options in the Investment Fund Option shall be the same as the
\nprocedures for making allocations under the Qualified Savings Plan.<\/p>\n
\nelections for a particular type of award for an Award Year shall be made in his
\nor her Deferral Agreement for such Award Year, and no Participant shall (except
\nas provided for in Section 6 and Section 7 of this Article IV) have the right to
\nmodify or revoke any such election after the time the Participant no longer has
\nthe right to modify or revoke a Deferral Agreement under Section 1 of Article
\nIII. A Participant153s allocations between investment options shall be subject to
\nsuch minimum allocations as the Committee may establish.<\/p>\n
\nPerson to have any Deferred Compensation allocated to the Company Stock
\nInvestment Option shall be effective on the Trading Day described in Section 1
\nof this Article IV unless he or she delivers the related Deferral Agreement to
\nthe Company less than six months before such Trading Day. If he or she delivers
\nthe related Deferral Agreement to the Company less than six months before such
\ndate, his or her Company Stock Investment Option election automatically shall be
\ntreated as an Interest Option election under Section 1 of this Article IV until
\nthe first Trading Day of the seventh month following the month in which the
\nDeferral Agreement is delivered to the Company. The Deferred Compensation so
\nallocated to the to the Interest Option together with any related interest
\ncredits shall by operation of this Deferral Plan automatically be reallocated
\nand credited to the Company Stock Investment Option on such Trading Day in
\naccordance with Section 2(b) of this Article IV.<\/p>\n
\n2004)<\/u>. If benefit payments to a Participant or Beneficiary are to be paid or
\ncommenced to be paid over a period that extends more than six months after the
\ndate of the Participant153s termination of employment with the Company, the
\nParticipant or Beneficiary, as applicable, may make a one-time<\/p>\n
\n
\ntermination of employment and before the completion of benefit payments to have
\nthe portion of the Participant153s Account that is allocated to the Company Stock
\nInvestment Option reallocated to the Interest Option. A reallocation under this
\nSection 5 shall take effect as of the first Trading Day of the month following
\nthe month in which an executed reallocation election is delivered to the
\nCompany, provided an election by a Participant or Beneficiary who is a Section
\n16 Person on the date the election is delivered to the Company shall be
\neffective only if such election satisfies on such date all the requirements of
\nthe exemption under Rule l6b-3 of the Exchange Act for a “discretionary
\ntransaction” or otherwise would not result in a short swing profit recovery
\npursuant to Rule 16b-3 under the Exchange Act. In the event such election does
\nnot satisfy the exemption pursuant to Rule l6b-3 under the Exchange Act for a
\n“discretionary transaction” and if giving effect to the election would result in
\nliability under Section 16(b) of the Exchange Act, the election shall not be
\ngiven effect until the first Trading Day of the month following the month in
\nwhich the election could be given effect without creating liability under
\nSection 16(b) of the Exchange Act. Notwithstanding anything herein to the
\ncontrary, no election may be made under this Section 5 after September 15, 2004,
\nand any such election made during September 2004 will be valued and take effect
\nas of September 30, 2004.<\/p>\n
\nParticipant or Beneficiary may during a Reallocation Election Period execute and
\ndeliver to the Company an election made on such form and in such manner as
\nprescribed by the Committee to the Company to reallocate all or a portion (in
\nfive (5) percent increments) of his or her Account Balance (other than Company
\nDeferrals) which is then allocated to one investment option to the other
\ninvestment option. Any such election shall be irrevocable when received by the
\nCompany, and the reallocation which the Participant or Beneficiary elects shall
\nbe effective as of the Reallocation Effective Date that immediately follows the
\nend of the Reallocation Election Period in which his or her election becomes
\nirrevocable. Only one reallocation election may be made by a Participant or
\nBeneficiary with the result that a reallocation made in one Reallocation
\nElection Period will preclude a reallocation election in a subsequent
\nReallocation Election Period.<\/p>\n
\nPerson on any date in a Reallocation Election Period and delivers an election to
\nthe Company in such period, such election shall have no force or effect under
\nSection 6(a) unless such election complies with the exemption under Rule l6b-3
\nof the Exchange Act for a “discretionary transaction”.<\/p>\n
\nParticipant or Beneficiary that has Deferred Compensation (other than Company
\nDeferrals) credited to the Stock Investment Option as of September 30, 2004 an
\namount equal to the greater of (i) $24.95 per Account Balance; or (ii) $0.10 for
\neach whole share of Common Stock reflected in the Participant153s or Beneficiary153s
\nAccount Balance (exclusive of Company Deferrals). Such amount shall be allocated
\nand credited to the Interest Option as of September 30, 2004, after taking into
\naccount any reallocation under Section 6(a) of this Article IV.<\/p>\n
\n
\n2008,<\/strong> a Participant may reallocate the portion of his Account
\nBalance that is invested in the Interest Option and the Investment Fund Option
\nto the Interest Option (through June 30, 2009), the Company Stock Investment
\nOption, and the various investment funds in the Investment Fund Option, subject
\nto the trading restrictions that apply to the transfer and reallocation of
\ninvestments under the terms of the Qualified Savings Plan, applied as if such
\nQualified Savings Plan restrictions also pertain to the Interest Option;
\nprovided that a Participant may not at any time reallocate the portion of his
\nAccount Balance that is invested at any time in the Company Stock Investment
\nOption. Notwithstanding the foregoing, any election by a Section 16 Person to
\nreallocate any portion of his Account Balance to the Company Stock Investment
\nOption shall only become effective if the election is made at least six months
\nfollowing the most recent election with respect to any plan of the Corporation
\nthat involved the disposition of the Corporation153s equity securities pursuant to
\na “Discretionary Transaction” (as defined in Exchange Act Rule 16b-3). . No
\namounts may be reallocated to the Interest Option on or after July 1, 2009.<\/p>\n
\nbenefits to a Participant or Beneficiary under this Deferral Plan shall be
\nmeasured by and shall in no event exceed the Participant153s Account Balance.
\nExcept as otherwise provided in this Deferral Plan (including but not limited to
\nSection 5 of Article III with respect to Company Deferrals), a Participant153s
\nAccount Balance shall be paid to him in accordance with the Participant153s
\nelections under this Article V.<\/p>\n
\nPayment Date which is on or before September 30, 2004, all such benefit payments
\nshall be made in accordance with the terms of this Deferral Plan as in effect on
\nsuch date in cash and, except as otherwise provided under such terms, shall
\nreduce allocations to the Interest Option and the Company Stock Investment
\nOption in the same proportions that the Participant153s Account Balance is
\nallocated between those investment options at the end of the month preceding the
\ndate of distribution. Notwithstanding the foregoing, no amount of Deferred
\nCompensation shall be distributed to a Section 16 Person under this Deferral
\nPlan which is attributable to the Stock Investment Option unless such amount was
\nallocated to the Participant153s Account in accordance with Section 1 of Article 4
\nat least six months prior to the date of distribution or no portion of such
\namount was allocated to the Company Stock Investment Option in the six months
\nprior to distribution.<\/p>\n
\nafter September 30, 2004, all such benefit payments shall be made in cash to the
\nextent a Participant153s Account is allocated to the Interest Option or Investment
\nFund Option or is attributable to Company Deferrals and shall be made in whole
\nshares of the Company153s Common Stock to the<\/p>\n
\n
\nInvestment Option (other than with respect to Company Deferrals) and, except as
\notherwise provided, shall reduce allocations to the Interest Option, the
\nInvestment Fund Option, and the Company Stock Investment Option in the same
\nproportions that the Participant153s Account Balance is allocated between those
\ninvestment options at the end of the month preceding the date of distribution
\n(for distributions occurring prior to June 16, 2008) or the Trading Day that is
\nfour (4) business days prior to the date of the distribution (for distributions
\noccurring on or after June 16, 2008). Notwithstanding the foregoing, no amount
\nof Deferred Compensation shall be distributed to a Section 16 Person under this
\nDeferral Plan unless such amount was allocated to the Participant153s Account in
\naccordance with Section 1 of Article 4 at least six months prior to the date of
\ndistribution. At the Company153s discretion a distribution of Common Stock may be
\nmade directly to a Participant or to a brokerage account opened in the name of
\nthe Participant. When an Account is distributed in a lump sum or, if an Account
\nis distributed in installments, when the final installment is made, cash shall
\nbe distributed (or withheld for applicable taxes) at that time in lieu of any
\nfractional share of Common Stock. The cash distribution in lieu of fractional
\nshares shall be based on the published closing price of the Company153s Common
\nStock on the last Trading Day preceding the date the distribution is scheduled
\nto be made.<\/p>\n
\nfirst completes a Deferral Agreement, he or she shall elect from among the
\nfollowing options governing the date on which the payment of benefits shall
\ncommence:<\/p>\n
\nParticipant153s termination of employment with the Company for any reason.<\/p>\n
\nyear in which the Participant terminates employment with the Company for any
\nreason.<\/p>\n
\nParticipant has both terminated employment with the Company for any reason and
\nattained the age designated by the Participant in the Deferral Agreement.<\/p>\n
\nof shares of Common Stock that would otherwise commence within six months of the
\ndate on which a Participant ceased to be Section 16 Person shall not be paid on
\nthat date but instead shall be paid on the first Payment Date that is at least
\nsix months after the date on which that Participant ceased to be a Section 16
\nPerson.<\/p>\n
\ncompletes a Deferral Agreement, he or she shall elect the form of payment of his
\nor her Account Balance from among the following options:<\/p>\n\n\n
\n <\/td>\n \n \n \n\n
\n <\/td>\n \n \n
\nParticipant, which shall not exceed fifteen (15) annual installments. The amount
\nof each annual payment shall be determined by dividing the Participant153s Account
\nBalance at the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n
\n <\/td>\n \n
\nthen remaining in the designated installment period. The installment period may
\nbe shortened, in the sole discretion of the Committee, if the Committee at any
\ntime determines that the amount of the annual payments that would be made to the
\nParticipant during the designated installment period would be too small to
\njustify the maintenance of the Participant153s Account and the processing of
\npayments.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nmay make an election with respect to the commencement of payment (from among the
\noptions set forth in Section 2(A), (B), or (C) above) and form of payment (from
\namong the options set forth in Section 3(A) or (B) above) of his or her entire
\nAccount Balance, or with respect to specific Award Years, by executing and
\ndelivering to the Company an election form on or after October 1, 2002 in such
\nform as prescribed by the Company. If a Participant has different payment
\noptions in effect with respect to his or her Account Balance, the Company shall
\nmaintain sub-accounts for the Participant to determine the amounts subject to
\neach payment election; however, no election or modification of an election will
\nbe accepted if it would require the Company to maintain more than five
\nsub-accounts within the Participant153s Account in order to make payments in
\naccordance with the Participant153s elections.<\/p>\n
\nthe commencement of payment and form of benefit for an Award Year commencing on
\nor after October 1, 2002, the Participant will be deemed to have elected that
\npayment of benefits with respect to that Award Year be made in a lump sum on or
\nabout the Payment Date next following the date of the Participant153s termination
\nof employment.<\/p>\n
\n“deemed election” in accordance with the preceding paragraph) shall remain in
\neffect unless and until such election is modified by a subsequent election in
\naccordance with the second preceding paragraph above.<\/p>\n
\nchange to a previous election, the prospective election must be executed and
\ndelivered to the Company (i) at least six months before the date the first
\npayment would be due under the Participant153s previous election and (ii) in a
\ndifferent calendar year than the date the first payment would be due under the
\nParticipant153s previous election. In the event an election fails to satisfy the
\nprovisions set forth in this paragraph, such election shall be void and, if such
\nan election is void, payment shall be made in accordance with the most recent
\nelection which was valid. In addition, no prospective election will be
\nconsidered valid to the extent the prospective election would (i) result in a
\npayment being made within six months of the date of the prospective election or
\n(ii) result in a payment under the prospective election in the same calendar
\nyear as the date of the prospective election. In the event a prospective
\nelection fails to satisfy the provisions set forth in the preceding sentence,
\nthe first payment under the prospective election will be delayed until the first
\nPayment Date that is both (i) at least six months after the date of the
\nprospective election and (ii) in a calendar year after the date of the
\nprospective election.<\/p>\n
\n
\ncommencement of payment or form of payment after the date a Participant
\nterminates employment.<\/p>\n
\nParticipant153s payment elections under this Article V, if the Participant
\nterminates employment with the Company other than by reason of layoff, death or
\ndisability and before the Participant is eligible to commence receiving
\nretirement benefits under a pension plan maintained by the Company (or before
\nthe Participant has attained age 55 if the Participant does not participate in
\nsuch a pension plan), except as provided in Section 5 of Article III with
\nrespect to Company Deferrals, the Participant153s Account Balance shall be
\ndistributed to him or her in a lump sum on or about the Payment Date next
\nfollowing the date of the Participant153s termination of employment with the
\nCompany; provided, however, that if a distribution in accordance with the
\nprovisions of this Section 5 would otherwise result in a nonexempt short-swing
\ntransaction under Section 16(b) of the Exchange Act, the date of distribution
\nwith respect to any Section 16 Person shall be delayed until the earliest date
\nupon which the distribution either would not result in a nonexempt short-swing
\ntransaction or would otherwise not result in liability under Section 16(b) of
\nthe Exchange Act.<\/p>\n
\nParticipant153s payment elections under this Article V, if following a
\nParticipant153s termination of employment with the Company, the Participant takes
\na position (or accepts a position) with a governmental entity, agency, or
\ninstrumentality and that employer has determined or indicated that the
\nParticipant153s continued participation in the Plan may constitute a conflict of
\ninterest precluding the Participant from continuing in his position (or from
\naccepting an offered position) with that employer or subjecting the Participant
\nto penalty, sanction, or otherwise limiting the Participant153s responsibilities
\nfor that employer, except as provided in Section 5 of Article III with respect
\nto Company Deferrals, then the Participant153s Account Balance shall be
\ndistributed to him or her in a lump sum as soon as practical following the later
\nof (i) the date on which the Participant commences employment with the
\ngovernment employer; or (ii) the date on which it is determined or indicated
\nthat the conflict of interest may exist. This Section 6 shall be applicable only
\nto the extent that such distribution conforms to Code section 409A.<\/p>\n
\ndistribution of his or her Account Balance, the Account Balance will be paid to
\nthe Participant153s Beneficiary in accordance with the payment elections
\napplicable to the Participant. If a Participant dies while actively employed or
\notherwise before the payment of benefits has commenced, payments to the
\nBeneficiary shall commence on the date payments to the Participant would have
\ncommenced, taking account of the Participant153s termination of employment (by
\ndeath or before) and, if applicable, by postponing commencement until after the
\ndate the Participant would have attained the commencement age specified by the
\nParticipant. Whether the Participant dies before or after the commencement of
\ndistributions, payments to the Beneficiary shall be made for the period or
\nremaining period elected by the Participant.<\/p>\n
\n
\nthe event that a Participant dies before the Participant153s entire Account
\nBalance has been distributed, the Committee, in its sole discretion, may modify
\nthe timing of distributions from the Participant153s Account, including the
\ncommencement date and number of distributions, if it concludes that such
\nmodification is necessary to relieve the financial burdens of the Participant153s
\nBeneficiary; provided, however, that if a distribution in accordance with the
\nprovisions of this Section 7(b) from the portion of the Participant153s Account
\nallocated to the Company Stock Investment Option would otherwise result in a
\nnonexempt short-swing transaction under Section 16(b) of the Exchange Act, the
\ndate of distribution with respect to such portion to any Section 16 Person shall
\nbe delayed until the earliest date upon which the distribution either would not
\nresult in a nonexempt short-swing transaction or would otherwise not result in
\nliability under Section 16(b) of the Exchange Act.<\/p>\n
\nParticipant153s payment elections under this Article V, a Participant or
\nBeneficiary may request an earlier distribution in the following limited
\ncircumstances (except as provided in Section 5 of Article III with respect to
\nCompany Deferrals):<\/p>\n
\ndistribution pursuant to this Section 8(a) on such form and in such manner as
\nthe Committee shall prescribe and, subject to the last sentence of this Section
\n8(a) with respect to Section 16 Persons, the Committee shall have the power and
\ndiscretion at any time to approve a payment to a Participant if the Committee
\ndetermines that the Participant is suffering from a serious financial emergency
\ncaused by circumstances beyond the Participant153s control which would cause a
\nhardship to the Participant unless such payment were made. Any such hardship
\npayment will be in a lump sum and will not exceed the lesser of (i) the amount
\nnecessary to satisfy the financial emergency (taking account of the income tax
\nliability associated with the distribution), or (ii) the Participant153s Account
\nBalance; provided, however, that if a distribution in accordance with the
\nprovisions of this Section 8(a) from the portion of the Participant153s Account
\nallocated to the Company Stock Investment Option would otherwise result in a
\nnonexempt short-swing transaction under Section 16(b) of the Exchange Act, the
\ndate of distribution with respect to such portion to such Section 16 Person
\nshall be delayed until the earliest date upon which the distribution either
\nwould not result in a nonexempt short-swing transaction or would otherwise not
\nresult in liability under Section 16(b) of the Exchange Act.<\/p>\n
\nand in such manner as the Committee shall prescribe at any time to withdraw
\nninety percent (90%) of the amount credited to the Participant153s Account. If
\nsuch a withdrawal is made, the remaining ten percent (10%) of the Participant153s
\nAccount shall be permanently forfeited, and the Participant will be prohibited
\nfrom deferring any amount under the Deferral Plan for the Award Year in which\n<\/p>\n
\n
\nthe withdrawal is received); provided, however, that if a distribution in
\naccordance with the provisions of this Section 8(b) from the portion of the
\nParticipant153s Account allocated to the Company Stock Investment Option would
\notherwise result in a nonexempt short-swing transaction under Section 16(b) of
\nthe Exchange Act, the date of distribution with respect to such portion to any
\nSection 16 Person shall be delayed until the earliest date upon which the
\ndistribution either would not result in a nonexempt short-swing transaction or
\nwould otherwise not result in liability under Section 16(b) of the Exchange Act.\n<\/p>\n
\nbecome permanently disabled before the Participant153s entire Account Balance has
\nbeen distributed, the Committee, in its sole discretion, may modify the timing
\nof distributions from the Participant153s Account, including the commencement date
\nand number of distributions, if it concludes that such modification is necessary
\nto relieve the financial burdens of the Participant; provided, however, that if
\na distribution in accordance with the provisions of this Section 8(c) from the
\nportion of the Participant153s Account allocated to the Company Stock Investment
\nOption would otherwise result in a nonexempt short-swing transaction under
\nSection 16 (b) of the Exchange Act, the date of distribution with respect to
\nsuch portion to any Section 16 Person shall be delayed until the earliest date
\nupon which the distribution either would not result in a nonexempt short-swing
\ntransaction or would otherwise not result in liability under Section 16(b) of
\nthe Exchange Act.<\/p>\n
\nprovided in Section 5 of Article III with respect to Company Deferrals, the
\nAccount Balance of each Participant shall be distributed in a single lump sum
\nwithin fifteen (15) calendar days following a “Change in Control.”<\/p>\n
\nbe deemed to occur upon the following events:<\/p>\n
\nsecurities of the Company representing 25% or more of the combined voting power
\nof the Company153s then outstanding voting securities entitled to vote in the
\nelection of directors of the Company.<\/p>\n
\nreorganized with one or more other entities that are not Subsidiaries and, as a
\nresult of the merger, combination, consolidation, recapitalization or other
\nreorganization, less than 75% of the outstanding voting securities of the
\nsurviving or resulting corporation shall immediately after the event be owned in
\nthe aggregate by the stockholders of the Company (directly or indirectly),
\ndetermined on the basis of record ownership as of the date of determination of
\nholders entitled to vote on the action (or in the absence of a vote, the day
\nimmediately prior to the event)<\/p>\n
\n
\nExchange Act, but excluding any person described in and satisfying the
\nconditions of Rule 13d-1 (b)(1) thereunder), becomes the beneficial owner (as
\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
\nsecurities of the Company representing 25% or more of the combined voting power
\nof the Company153s then outstanding securities entitled to vote in the election of
\ndirectors of the Company.<\/p>\n
\ncombination, consolidation, recapitalization, or other reorganization or a
\ncontested election, or any combination of these events, the “Incumbent
\nDirectors” shall cease to constitute at least a majority of the authorized
\nnumber of members of the Board. For purposes hereof, “Incumbent Directors” shall
\nmean the persons who were members of the Board immediately before the first of
\nthese events and the persons who were elected or nominated as their successors
\nor pursuant to increases in the size of the Board by a vote of at least
\nthree-fourths of the Board members who were then Board members (or successors or
\nadditional members so elected or nominated)<\/p>\n
\ndissolution or the sale or transfer of substantially all of the Company153s
\nbusiness and\/or assets as an entirety to an entity that is not a Subsidiary.\n<\/p>\n
\naccordance with the provisions of Section 9(a) would result in a nonexempt
\nshort-swing transaction under Section 16(b) of the Exchange Act with respect to
\nany Section 16 Person, then the date of distribution to such Section 16 Person
\nshall be delayed until the earliest date upon which the distribution either
\nwould not result in a nonexempt short-swing transaction or would otherwise not
\nresult in liability under Section 16(b) of the Exchange Act.<\/p>\n
\nCorporation and shall not cause immediate payout of Deferred Compensation in any
\ntransaction involving the Company153s sale, liquidation, merger, or other
\ndisposition of any subsidiary.<\/p>\n
\nChange in Control. In the event of a Change in Control, this Section 9 shall
\nremain in force and effect, and shall not be subject to cancellation or
\nmodification for a period of five years, and any defined term used in Section 9
\nshall not, for purposes of Section 9, be subject to cancellation or modification
\nduring the five-year period.<\/p>\n
\n
\nbenefits in accordance with the Participant153s elections under this Article V
\nwould prevent the Company from claiming an income tax deduction with respect to
\nany portion of the benefits paid, the Committee shall have the right to modify
\nthe timing of distributions from the Participant153s Account as necessary to
\nmaximize the Company153s tax deductions. In the exercise of its discretion to
\nadopt a modified distribution schedule, the Committee shall undertake to have
\ndistributions made at such times and in such amounts as most closely approximate
\nthe Participant153s elections, consistent with the objective of maximum
\ndeductibility for the Company. The Committee shall have no authority to reduce a
\nParticipant153s Account Balance or to pay aggregate benefits less than the
\nParticipant153s Account Balance in the event that all or a portion thereof would
\nnot be deductible by the Company.<\/p>\n
\nthe Committee determines in good faith, based on consultation with counsel, that
\nthe Federal income tax treatment or legal status of the Plan has or may be
\nadversely affected by a change in the Code, Title I of the Employee Retirement
\nIncome Security Act of 1974, or other applicable law or by an administrative or
\njudicial construction thereof, the Committee may direct that the Accounts of
\naffected Participants or of all Participants be distributed as soon as
\npracticable after such determination is made, to the extent deemed necessary or
\nadvisable by the Committee to cure or mitigate the consequences, or possible
\nconsequences of, such change in law or interpretation thereof.<\/p>\n
\nwithhold from benefit payments hereunder, or with respect to any Incentive
\nCompensation or Long Term Incentive Award payment deferred hereunder or credit
\ncontributed by the Company under Article IV, any Federal, state, or local income
\nor payroll taxes required to be withheld and shall furnish the recipient and the
\napplicable government agency or agencies with such reports, statements, or
\ninformation as may be legally required.<\/p>\n
\ncontractual promise by the Company to make payments in the future, and each
\nParticipant153s rights shall be those of a general, unsecured creditor of the
\nCompany. No Participant shall have any beneficial interest in any specific
\nassets that the Company may hold or set aside in connection with this Deferral
\nPlan. Notwithstanding the foregoing, to assist the Company in meeting its
\nobligations under this Deferral Plan, the Company may set aside assets in a
\ntrust described in Revenue Procedure 92-64, 1992-2 C.B. 422, and the Company may
\ndirect that its obligations under this Deferral Plan be satisfied by payments
\nout of such trust. The assets of any such trust will remain subject to the
\nclaims of the general creditors of the Company. It is the Company153s intention
\nthat the Deferral Plan be unfunded for Federal income tax purposes and for
\npurposes of Title I of the Employee Retirement Income Security Act of 1974.<\/p>\n
\n
\nDeferral Plan shall not be assignable or transferable and any purported
\ntransfer, assignment, pledge or other encumbrance or attachment of any payments
\nor benefits under this Deferral Plan, or any interest therein shall not be
\npermitted or recognized, other than the designation of, or passage of payment
\nrights to, a Beneficiary. Notwithstanding, any portion of a Participant153s
\nbenefit under this Plan may be paid to a spouse or former spouse pursuant to the
\nterms of a domestic relations order (as defined in Code section 414(p)(1)(B)),
\nprovided that the form of payment designated in such order is one that is
\nprovided for under Section 3 of Article V of this Deferral Plan.<\/p>\n
\nsuspend or discontinue this Deferral Plan at any time subject to any shareholder
\napproval that may be required under applicable law, provided, however, that no
\nsuch amendment shall have the effect of reducing a Participant153s Account Balance
\nor postponing the time when a Participant is entitled to receive a distribution
\nof his Account Balance. Further, no amendment may alter the formula for
\ncrediting interest to Participants153 Accounts with respect to amounts for which
\ndeferral elections have previously been made, unless the amended formula is not
\nless favorable to Participants than that previously in effect, or unless each
\naffected Participant consents to such change.<\/p>\n
\nany time and to pay all Participants their Account Balances in a lump sum
\nimmediately following such termination or at such time thereafter as the Board
\nmay determine; provided, however, that if a distribution in accordance with the
\nprovisions of this Section 2 would otherwise result in a nonexempt short-swing
\ntransaction under Section 16(b) of the Exchange Act, the date of distribution
\nwith respect to any Section 16 Person shall be delayed until the earliest date
\nupon which the distribution either would not result in a nonexempt short-swing
\ntransaction or would otherwise not result in liability under Section 16(b) of
\nthe Exchange Act.<\/p>\n
\nanother entity all of the obligations of Company with respect to a Participant
\nunder this Plan if such entity agrees pursuant to a binding written agreement to
\nassume all of the obligations of the Company under this Plan with respect to
\nsuch Participant.<\/p>\n
\nCompensation Committee of the Board or such other committee of the Board as may
\nbe designated by the Board and constituted so as to permit this Deferral Plan to
\ncomply with the disinterested administration requirements of Rule 16b-3 of the
\nExchange Act. The members of<\/p>\n
\n
\nthe Committee (but not fewer than two) shall constitute a quorum. The vote of a
\nmajority of a quorum or the unanimous written consent of the Committee shall
\nconstitute action by the Committee. The Committee or its delegate shall have
\nfull authority to interpret the Plan, and interpretations of the Plan by the
\nCommittee or its delegate shall be final and binding on all parties.<\/p>\n
\nor employees of the Company the authority to execute and deliver those
\ninstruments and documents, to do all acts and things, and to take all other
\nsteps deemed necessary, advisable or convenient for the effective administration
\nof this Deferral Plan in accordance with its terms and purpose, except that the
\nCommittee may not delegate any authority the delegation of which would cause
\nthis Deferral Plan to fail to satisfy the applicable requirements of Rule 16b-3.
\nIn making any determination or in taking or not taking any action under this
\nDeferral Plan, the Committee may obtain and rely upon the advice of experts,
\nincluding professional advisors to the Company. No member of the Committee or
\nofficer of the Company who is a Participant hereunder may participate in any
\ndecision specifically relating to his or her individual rights or benefits under
\nthe Deferral Plan.<\/p>\n
\nthe Board or of the Committee, nor any other person participating in any
\ndetermination of any question under this Deferral Plan, or in the
\ninterpretation, administration or application thereof, shall have any liability
\nto any party for any action taken or not taken in good faith under this Deferral
\nPlan or for the failure of the Deferral Plan or any Participant153s rights under
\nthe Deferral Plan to achieve intended tax consequences, to qualify for exemption
\nor relief under Section 16 of the Exchange Act and the rules thereunder, or to
\ncomply with any other law, compliance with which is not required on the part of
\nthe Company.<\/p>\n
\nperson incapable of handling the disposition of his or her property is entitled
\nto receive a benefit, make an application, or make an election hereunder, the
\nCommittee or its delegate may direct that such benefits be paid to, or such
\napplication or election be made by, the guardian, legal representative, or
\nperson having the care and custody of such minor, incompetent, or incapable
\nperson. Any payment made, application allowed, or election implemented in
\naccordance with this Section shall completely discharge the Company and the
\nCommittee (or its delegate) from all liability with respect thereto.<\/p>\n
\nthe death, disability, incompetency, minority, or incapacity of any Participant
\nor Beneficiary and of the right of a person to receive any benefit or make any
\napplication or election.<\/p>\n
\nthe Committee, the Committee or its delegate shall communicate such denial and
\nshall provide an opportunity to appeal such denial in a manner which the
\nCommittee deems appropriate under the circumstances, which may include following
\nthe then applicable claims procedures under the Employee Retirement Income
\nSecurity Act of 1974, as amended.<\/p>\n
\n
\nCompany Deferral nor a Participant153s Deferral Agreement, either singly or
\ncollectively, shall in any way obligate the Company to continue the employment
\nof a Participant with the Company, nor does either this Deferral Plan, a Company
\nDeferral or a Deferral Agreement limit the right of the Company at any time and
\nfor any reason to terminate the Participant153s employment. In no event shall this
\nDeferral Plan, a Company Deferral or a Deferral Agreement, either singly or
\ncollectively, by their terms or implications constitute an employment contract
\nof any nature whatsoever between the Company and a Participant. In no event
\nshall this Deferral Plan, a Company Deferral or a Deferral Agreement, either
\nsingly or collectively, by their terms or implications in any way obligate the
\nCompany to award Incentive Compensation, grant any award under the Omnibus Plan
\nor IPA Plan or make any Long Term Incentive Award payment to any Eligible
\nEmployee for any Award Year, whether or not the Eligible Employee is a
\nParticipant in the Deferral Plan for that Award Year, nor in any other way limit
\nthe right of the Company to change an Eligible Employee153s compensation or other
\nbenefits.<\/p>\n
\nTerm Incentive Award payments deferred under this Deferral Plan shall be treated
\nas compensation for purposes of calculating the amount of a Participant153s
\nbenefits or contributions under any pension, retirement, or other plan
\nmaintained by the Company, except as provided in such other plan.<\/p>\n
\nbe made by mailing or delivering such notice to the Company at 6801 Rockledge
\nDrive, Bethesda, Maryland 20817, to the attention of the Vice President, Human
\nResources. Any written notice to a Participant shall be made by delivery to the
\nParticipant in person, through electronic transmission, or by mailing such
\nnotice to the Participant at his or her last-known place of residence or
\nbusiness address.<\/p>\n
\nthe Company or the Committee to perform any act required by this Deferral Plan,
\nthe Company or the Committee may perform such other act as it in good faith
\ndetermines will most nearly carry out the intent and the purpose of this
\nDeferral Plan.<\/p>\n
\neach Eligible Employee shall be deemed conclusively to have accepted and
\nconsented to all of the terms of this Deferral Plan and all actions or decisions
\nmade by the Company, the Board, or Committee with regard to the Deferral Plan.\n<\/p>\n
\nDeferral Agreements hereunder shall be binding upon and inure to the benefit of
\nthe Company, its successors, and its assigns, and to the Participants and their
\nheirs, executors, administrators, and legal representatives.<\/p>\n
\n
\ninspection by Participants or other persons entitled to benefits under the
\nDeferral Plan at reasonable times at the offices of the Company.<\/p>\n
\nprovisions shall be construed, administered, and governed in all respects under
\nand by the laws of the State of Maryland, except as to matters of Federal law.
\nIf any provisions of this instrument shall be held by a court of competent
\njurisdiction to be invalid or unenforceable, the remaining provisions hereof
\nshall continue to be fully effective.<\/p>\n
\nincluding but not limited to, the mechanics of deferral elections, the
\nreallocation of all or a portion of a Participant153s Account Balance, the
\nissuance of securities, if any, or the payment of cash hereunder is subject to
\ncompliance with all applicable Federal and state laws, rules and regulations
\n(including but not limited to state and Federal insider trading, registration,
\nreporting and other securities laws) and such other approvals by any listing,
\nregulatory or governmental authority as may, in the opinion of counsel for the
\nCompany, be necessary or advisable in connection therewith.<\/p>\n
\nthis Deferral Plan satisfy and be interpreted in a manner, that, in the case of
\nParticipants who are or may be Section 16 Persons, satisfies any applicable
\nrequirements of Rule 16b-3 of the Exchange Act or other exemptive rules under
\nSection 16 of the Exchange Act and will not subject Section 16 Persons to
\nshort-swing profit liability thereunder. If any provision of this Deferral Plan
\nwould otherwise frustrate or conflict with the intent expressed in this Section
\n10, that provision to the extent possible shall be interpreted and deemed
\namended so as to avoid such conflict. To the extent of any remaining
\nirreconcilable conflict with this intent, the provision shall be deemed
\ndisregarded. Similarly, any action or election by a Section 16 Person with
\nrespect to the Deferral Plan to the extent possible shall be interpreted and
\ndeemed amended so as to avoid liability under Section 16 or, if this is not
\npossible, to the extent necessary to avoid liability under Section 16, shall be
\ndeemed ineffective. Notwithstanding anything to the contrary in this Deferral
\nPlan, the provisions of this Deferral Plan may at any time be bifurcated by the
\nBoard or the Committee in any manner so that certain provisions of this Deferral
\nPlan are applicable solely to Section 16 Persons. Notwithstanding any other
\nprovision of this Deferral Plan to the contrary, if a distribution which would
\notherwise occur is prohibited or proposed to be delayed because of the
\nprovisions of Section 16 of the Exchange Act or the provisions of the Deferral
\nPlan designed to ensure compliance with Section 16, the Section 16 Person
\ninvolved may affirmatively elect in writing to have the distribution occur in
\nany event; provided that the Section 16 Person shall concurrently enter into
\narrangements satisfactory to the Committee in its sole discretion for the
\nsatisfaction of any and all liabilities, costs and expenses arising from this
\nelection.<\/p>\n
\nCompany Stock Investment Option and the issuance and delivery of shares of
\nCommon Stock and\/or other securities or property or the payment of cash under
\nthis Deferral Plan, are subject to compliance with all applicable Federal and
\nstate laws, rules and regulations (including but not limited to state and
\nFederal insider trading, registration, reporting and other securities laws and\n<\/p>\n
\n
\nor governmental authority as may, in the opinion of counsel for the Company be
\nnecessary or advisable to comply with all legal requirements. Any securities
\ndelivered under this Deferral Plan shall be subject to such restrictions (and
\nthe person acquiring such securities shall, if requested by the Company provide
\nsuch evidence, assurance and representations to the Company as to compliance
\nwith any thereof) as counsel to the Company may deem necessary or desirable to
\nassure compliance with all applicable legal requirements.<\/p>\n
\nPlan, each Eligible Employee who is a Section 16 Person and has entered into a
\nDeferral Agreement prior to the initial distribution of a prospectus relating to
\nthis Deferral Plan shall be entitled, during a ten-business-day period following
\nthe initial distribution of that prospectus, to make an irrevocable election to
\n(i) receive a distribution of all or any portion of his or her Account Balance
\nattributable to Deferred Compensation for the 1995 Award Year during the seventh
\nmonth following the month of the election, or (ii) reallocate all or any part of
\nhis or her Account Balance attributable to Deferred Compensation for the 1995
\nAward Year to a different investment option as of the end of the sixth month
\nfollowing the month of the election.<\/p>\n
\nBalances of all Participants to the extent allocated to the Company Stock
\nInvestment Option exceed an amount equal to the then fair market value of
\n5,000,000 shares of the Company153s Common Stock, nor shall the cumulative amount
\nof Incentive Compensation and Long Term Incentive Award payments deferred under
\nthis Deferral Plan by all Eligible Employees for all Award Years exceed
\n$250,000,000.<\/p>\n
\ndelivery of a document is required or appropriate under this Deferral Plan,
\nsignature, notice or delivery may be accomplished by paper or written format or,
\nto the extent authorized by the Committee, by electronic means. In the event the
\nCommittee authorizes electronic means for the signature, notice or delivery of a
\ndocument under this Deferral Plan, the electronic record or confirmation of that
\nsignature, notice or delivery maintained by or on behalf of the Committee shall
\nfor purposes of this Deferral Plan be treated as if it was a written signature
\nor notice and was delivered in the manner provided herein for a written
\ndocument.<\/p>\n
\neffective upon adoption to awards of Incentive Compensation for the Company153s
\nfiscal year ending December 31, 1995 and subsequent fiscal years; provided,
\nhowever, that with respect to Section 16 Persons, the availability of the
\nCompany Stock Investment Option is conditioned upon the approval of this
\nDeferral Plan by the stockholders of Lockheed Martin Corporation. In the event
\nthat this Deferral Plan is not approved by the stockholders, then Section 16
\nPersons shall not be entitled to have Deferred Compensation allocated to the
\nCompany Stock Investment Option; any prior elections by Section 16 Persons to
\nhave allocations made to the Company<\/p>\n
\n
\nAccount Balances of those Section 16 Persons shall be restated as if all of
\ntheir Deferred Compensation had been allocated to the Interest Option at all
\ntimes. Subsequent amendments to the Deferral Plan are effective as of the date
\nstated in the amendment or the adopting resolution.<\/p>\n
\nstated on the first page herein.<\/p>\n