{"id":40702,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-savings-plan-lockheed-martin-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-savings-plan-lockheed-martin-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-savings-plan-lockheed-martin-corp.html","title":{"rendered":"Supplemental Savings Plan &#8211; Lockheed Martin Corp."},"content":{"rendered":"<pre>\n\n                           LOCKHEED MARTIN CORPORATION\n                           ---------------------------\n                            SUPPLEMENTAL SAVINGS PLAN\n                            -------------------------\n\n                  (Amended and Restated as of January 1, 1997)\n                           (As Amended June 28, 2001)\n\n\n                                    ARTICLE I\n                                    ---------\n\n                              PURPOSES OF THE PLAN\n                              --------------------\n\n         The purposes of the Lockheed Martin Corporation Supplemental Savings\nPlan (the \"Supplemental Savings Plan\") are to provide certain key management\nemployees of Lockheed Martin Corporation and its subsidiaries (the \"Company\")\nthe opportunity to defer compensation that cannot be contributed under the\nLockheed Martin Salaried Savings Program (the \"Qualified Savings Plan\") because\nof the limitations of Code section 401(a)(17), 402(g), or 415(c)(1)(A), and to\nprovide those employees with matching credits equal to the matching\ncontributions that would have been made by the Company on their behalf under the\nQualified Savings Plan if the amounts deferred had been contributed to the\nQualified Savings Plan.\n\n                                   ARTICLE II\n                                   ----------\n\n                                   DEFINITIONS\n                                   -----------\n\n         Unless the context indicates otherwise, the following words and phrases\nshall have the meanings hereinafter indicated:\n\n         1. ACCOUNT -- The bookkeeping account maintained by the Company for\neach Participant which is credited with the Participant's Deferred Compensation,\nMatching Credits, and earnings (or losses) attributable to the Investment\nOptions selected by the Participant, and which is debited to reflect\ndistributions. The portions of a Participant's Account allocated to different\nInvestment Options will be accounted for separately.\n\n         2. ACCOUNT BALANCE -- The total amount credited to a Participant's\nAccount at any time, including the portions of the Account allocated to each\nInvestment Option.\n\n         3. BENEFICIARY -- The person or persons designated by the Participant\nas his or her beneficiary under the Qualified Savings Plan.\n\n         4. BOARD -- The Board of Directors of Lockheed Martin Corporation.\n\n         5. CODE -- The Internal Revenue Code of 1986, as amended.\n\n         6. COMMITTEE -- The committee described in Section 1 of Article IX.\n\n         7. COMPANY -- Lockheed Martin Corporation and its subsidiaries.\n\n\n\n\n\n\n\n         8. COMPANY STOCK INVESTMENT OPTION -- The Investment Option under which\nthe Participant's Account is credited as if invested under the investment option\nin the Qualified Savings Plan for the common stock of the Company.\n\n         9. COMPENSATION -- An employee's base salary from the Company, as\ndefined in the Qualified Savings Plan.\n\n         10. 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 Compensation for a Year.\n\n         11. DEFERRED COMPENSATION -- The amount of Compensation deferred and\ncredited to a Participant's Account under the Supplemental Savings Plan for a\nYear.\n\n         12. ELIGIBLE EMPLOYEE -- A salaried employee who is eligible to\nparticipate in the Qualified Savings Plan as of the thirtieth (30th) day\npreceding the last day on which a Deferral Agreement may be made for a Year, and\nwhose annual rate of Compensation equals or exceeds $150,000 as of November 1 of\nthe Year preceding the Year for which a Deferral Agreement is to take effect,\nand who satisfies such additional requirements for participation in this\nSupplemental Savings Plan as the Committee may from time to time establish. In\nthe exercise 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.\n\n         13. EXCHANGE ACT -- The Securities Exchange Act of 1934.\n\n         14. INVESTMENT OPTION -- A measure of investment return pursuant to\nwhich Deferred Compensation credited to a Participant's Account shall be further\ncredited with earnings (or losses). The Investment Options available under this\nSupplemental Savings Plan shall correspond to the investment options available\nunder the Qualified Savings Plan.\n\n         15. MATCHING CREDIT -- Any amount credited to a Participant's Account\nunder Article IV.\n\n         16. PARTICIPANT -- An Eligible Employee for whom Compensation has been\ndeferred under this Supplemental Savings Plan; the term shall include a former\nemployee whose Account Balance has not been fully distributed.\n\n         17. QUALIFIED SAVINGS PLAN -- The Lockheed Martin Salaried Savings Plan\nor any successor plan.\n\n         18. SECTION 16 PERSON -- A Participant who at the relevant time is\nsubject to the reporting and short-swing liability provisions of Section 16 of\nthe Exchange Act.\n\n\n\n                                       - 2 -\n\n\n\n\n         19. SUPPLEMENTAL SAVINGS PLAN -- The Lockheed Martin Corporation\nSupplemental Savings Plan, which was originally adopted by the Board of\nDirectors of Lockheed Corporation, effective January 1, 1984, as the Lockheed\nCorporation Supplemental Savings Plan, and which has been amended and restated\n(and re-named) pursuant to action of the Board on July 25, 1996, and as further\namended from time to time.\n\n         20. YEAR -- The calendar year.\n\n\n\n\n\n                                       - 3 -\n\n\n\n                                   ARTICLE III\n                                   -----------\n\n                           ELECTION OF DEFERRED AMOUNT\n                           ---------------------------\n\n         1. Timing of Deferral Elections. An Eligible Employee may elect to\n            ----------------------------\ndefer Compensation for a Year by executing and delivering to the Company a\nDeferral Agreement no later than November 30 of the preceding Year. An Eligible\nEmployee's Deferral Agreement shall be irrevocable when delivered to the Company\nand shall remain irrevocably in effect for all succeeding Years, except that the\nDeferral Agreement may be modified or revoked with respect to any succeeding\nyear by the Eligible Employee's execution and delivery to the Company of a new\nor modified Deferral Agreement on or before November 30 of such succeeding Year.\nNotwithstanding the foregoing, deferral elections for the 1997 Year may be made\nas late as February 28, 1997, in recognition of the fact that the right to enter\ninto Deferral Agreements for the 1997 Year has generally been suspended pending\nthe distribution of prospectuses for the Plan, as amended and restated;\nprovided, however, no Deferral Agreement for the 1997 Year shall take effect, or\napply to Compensation earned, before the date that the Eligible Employee's\nDeferral Agreement is executed and delivered to the Company.\n\n         2. Amount of Deferred Compensation. Unless an Eligible Employee elects\n            -------------------------------\nto make no deferral for a Year, the Eligible Employee's Deferred Compensation\nfor a Year shall equal (i) his or her Compensation from the time when his or her\nDeferral Agreement takes effect during the Year (as elected under Section 3 of\nthis Article III) until the last day of the Year, multiplied by (ii) the\npercentage of Compensation that the Eligible Employee has elected to contribute\nto the Qualified Savings Plan (whether in the form of pre-tax salary reduction\ncontributions, after-tax contributions, or a combination thereof) for that Year.\nAn Eligible Employee who has elected to make a deferral for a Year under this\nSupplemental Savings Plan shall be precluded from modifying his or her rate of\ncontributions to the Qualified Savings Plan for that Year after the date on\nwhich his or her Deferral Agreement for that Year (including any continuing\nDeferral Agreement) has become irrevocable under Section 1 of this Article III.\n\n         3. Time when Deferral Agreement Takes Effect. The Eligible\n            -----------------------------------------\nEmployee may elect to have his or her Deferral Agreement take effect after the\noccurrence of either of the following triggering events:\n\n                  (a) the Eligible Employee's pre-tax salary reduction\n         contributions under the Qualified Savings Plan for the Year equal the\n         applicable limit under Code section 402(g), or\n\n                  (b) the Compensation paid to the Eligible Employee for the\n         Year equals the applicable compensation limit under Code section\n         401(a)(17), or, if earlier, the annual additions (within the meaning of\n         Code section 415(c)(2)) of the Eligible Employee for the Year under the\n         Qualified Savings Plan and any other plan maintained by the Company\n         equal the applicable limit under Code section 415(c)(1)(A).\n\n\n\n                                       - 4 -\n\n\n\nAn Eligible Employee's Deferral Agreement shall first take effect and apply to\nthat portion of Compensation earned by the Eligible Employee for a particular\npayroll period that exceeds the amount at which, or with respect to which, the\ntriggering event occurs.\n\n\n\n\n                                       - 5 -\n\n\n\n\n                                   ARTICLE IV\n                                   ----------\n\n                                MATCHING CREDITS\n                                ----------------\n\n         The Company shall credit to the Account of a Participant as Matching\nCredits the same percentage of the Participant's Deferred Compensation as it\nwould have contributed as matching contributions to the Qualified Savings Plan\nif the amount of the Participant's Deferred Compensation had been contributed as\npre-tax salary reduction or after-tax contributions to the Qualified Savings\nPlan.\n\n                                    ARTICLE V\n                                    ---------\n\n                              CREDITING OF ACCOUNTS\n                              ---------------------\n\n         1. Crediting of Deferred Compensation. Deferred Compensation shall be\n            ----------------------------------\ncredited to a Participant's Account as of the day on which such amount would\nhave been credited to the Participant's account under the Qualified Savings Plan\nif the Participant's Deferred Compensation had been contributed as pre-tax\nsalary reduction or after-tax contributions to the Qualified Savings Plan.\n\n         2. Crediting of Matching Credits. Matching Credits shall be\n            -----------------------------\ncredited to a Participant's Account as of the day on which the Deferred\nCompensation to which they relate are credited under Section 1.\n\n         3. Crediting of Earnings. Earnings shall be credited to a Participant's\n            ---------------------\nAccount based on the Investment Option or Options to which his or her Account\nhas been allocated, beginning with the day as of which any amounts (or any\nreallocation of amounts) are credited to the Participant's Account. Any amount\ndistributed from a Participant's Account shall be credited with earnings through\nthe day on which the distribution is processed. The manner in which earnings are\ncredited under each of the Investment Options shall be determined in the same\nmanner as under the Qualified Savings Plan.\n\n         4. Selection of Investment Options. The amounts credited to a\n            -------------------------------\nParticipant's Account under this Supplemental Savings Plan shall be allocated\namong the Investment Options in the same percentages as the Participant's\naccount under the Qualified Savings Plan is allocated among those Investment\nOptions. In the event that an Account is maintained for a Participant under this\nSupplemental Savings Plan at a time when an account is no longer maintained for\nthe Participant under the Qualified Savings Plan, the Participant may allocate\nand reallocate his or her Account Balance among the Investment Options in\naccordance with the procedures and limitations on allocations and reallocations\nunder the Qualified Savings Plan.\n\n\n\n\n                                       - 6 -\n\n\n\n                                   ARTICLE VI\n                                   ----------\n\n                               PAYMENT OF BENEFITS\n                               -------------------\n\n         1. General. The Company's liability to pay benefits to a Participant or\n            -------\nBeneficiary under this Supplemental Savings Plan shall be measured by and shall\nin no event exceed the Participant's Account Balance, which shall be fully\nvested and nonforfeitable at all times. All benefit payments shall be made in\ncash and, except as otherwise provided, shall reduce allocations to the\nInvestment Options in the same proportions that the Participant's Account\nBalance is allocated among those Investment Options.\n\n         2. Commencement of Payment. The payment of benefits to a\n            -----------------------\nParticipant shall commence as soon as administratively feasible following the\nParticipant's termination of employment with the Company and his or her\nentitlement to commence receiving benefits under the Qualified Savings Plan.\n\n         3. Form of Payment. At the time an Eligible Employee first\n            ---------------\ncompletes a Deferral Agreement, he or she shall irrevocably elect the form of\npayment of his or her Account Balance from among the following options:\n\n                  (a)  A lump sum.\n\n                  (b)  Annual payments for a period of 5, 10, 15, or 20\n                       years, as designated by the Participant. The amount\n                       of each annual payment shall be determined by\n                       dividing the Participant's Account Balance on the\n                       date such payment is processed by the number of years\n                       remaining in the designated installment period. The\n                       installment period may be shortened, in the sole\n                       discretion of the Committee, if the Committee at any\n                       time determines that the amount of the annual\n                       payments that would be made to the Participant during\n                       the designated installment period would be too small\n                       to justify the maintenance of the Participant's\n                       Account and the processing of payments.\n\n         4. Prospective Change of Payment Election. The Committee may, in its\n            --------------------------------------\ndiscretion, permit a Participant to modify his or her payment election under\nSection 3 of this Article VI at the time the Participant enters into a Deferral\nAgreement for a Year; if accepted, any such modification shall apply to all\namounts credited to the Participant's Account under this Supplemental Savings\nPlan. No such modification will be effective if made within one year of the date\nof the Participant's termination of employment.\n\n         5. Death Benefits. Upon the death of a Participant before a\n            --------------\ncomplete distribution of his or her Account Balance, the Account Balance will be\npaid to the Participant's Beneficiary in an immediate lump sum.\n\n         6. Acceleration Upon Conflict of Interest. Notwithstanding a\n            --------------------------------------\nParticipant's form of payment election under Section 3 of this Article VI, if\nfollowing a Participant's termination of employment with the Company, the\n\n\n\n                                       - 7 -\n\n\n\n\n\nParticipant takes a position (or accepts a position) with a governmental entity,\nagency, or instrumentality and that employer has determined or indicated that\nthe Participant's continued participation in the Plan may constitute a conflict\nof interest 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 Participant's responsibilities\nfor that employer, then the Participant's Account Balance shall be distributed\nto him or her in a lump sum as soon as practical following the later of (i) the\ndate on which the Participant commences employment with the government employer;\nor (ii) the date on which it is determined that the conflict of interest may\nexist.\n\n         7.       Acceleration upon Change in Control.\n                  -----------------------------------\n\n                  (a) Notwithstanding any other provision of this Supplemental\n         Savings Plan, the Account Balance of each Participant shall be\n         distributed in a single lump sum within fifteen (15) calendar days\n         following a \"Change in Control.\"\n\n                  (b) For purposes of this Supplemental Savings Plan, a Change\n         in Control shall include and be deemed to occur upon the following\n         events:\n\n                           (1) A tender offer or exchange offer is consummated\n                  for the ownership of securities of the Company representing\n                  25% or more of the combined voting power of the Company's then\n                  outstanding voting securities entitled to vote in the election\n                  of directors of the Company.\n\n                           (2) The Company is merged, combined, consolidated,\n                  recapitalized or otherwise reorganized with one or more other\n                  entities that are not Subsidiaries and, as a result of the\n                  merger, combination, consolidation, recapitalization or other\n                  reorganization, less than 75% of the outstanding voting\n                  securities of the surviving or resulting corporation shall\n                  immediately after the event be owned in the aggregate by the\n                  stockholders of the Company (directly or indirectly),\n                  determined on the basis of record ownership as of the date of\n                  determination of holders entitled to vote on the action (or in\n                  the absence of a vote, the day immediately prior to the\n                  event).\n\n                           (3) Any person (as this term is used in Sections\n                  3(a)(9) and 13(d)(3) of the Exchange Act, but excluding any\n                  person described in and satisfying the conditions of Rule\n                  13d-1(b)(1) thereunder), becomes the beneficial owner (as\n                  defined in Rule 13d-3 under the Exchange Act), directly or\n                  indirectly, of securities of the Company representing 25% or\n                  more of the combined voting power of the Company's then\n                  outstanding securities entitled to vote in the election of\n                  directors of the Company.\n\n\n                                       - 8 -\n\n\n\n\n                           (4) At any time within any period of two years after\n                  a tender offer, merger, combination, consolidation,\n                  recapitalization, or other reorganization or a contested\n                  election, or any combination of these events, the \"Incumbent\n                  Directors\" shall cease to constitute at least a majority of\n                  the authorized number of members of the Board. For purposes\n                  hereof, \"Incumbent Directors\" shall mean the persons who were\n                  members of the Board immediately before the first of these\n                  events and the persons who were elected or nominated as their\n                  successors or pursuant to increases in the size of the Board\n                  by a vote of at least three-fourths of the Board members who\n                  were then Board members (or successors or additional members\n                  so elected or nominated).\n\n                           (5) The stockholders of the Company approve a plan of\n                  liquidation and dissolution or the sale or transfer of\n                  substantially all of the Company's business and\/or assets as\n\n                  an entirety to an entity that is not a Subsidiary.\n\n                  (c) Notwithstanding the provisions of Section 7(a), if a\n         distribution in accordance with the provisions of Section 7(a) would\n         result in a nonexempt transaction under Section 16(b) of the Exchange\n         Act with respect to any Section 16 Person, then the date of\n         distribution to such Section 16 Person shall be delayed until the\n         earliest date upon which the distribution either would not result in a\n         nonexempt transaction or would otherwise not result in liability under\n         Section 16(b) of the Exchange Act.\n\n                  (d) This Section 7 shall apply only to a Change in Control of\n         Lockheed Martin Corporation and shall not cause immediate payout of an\n         Account Balance in any transaction involving the Company's sale,\n         liquidation, merger, or other disposition of any subsidiary.\n\n                  (e) The Committee may cancel or modify this Section 7 at any\n         time prior to a Change in Control. In the event of a Change in Control,\n         this Section 6 shall remain in force and effect, and shall not be\n         subject to cancellation or modification for a period of five years, and\n         any defined term used in Section 7 shall not, for purposes of Section\n         7, be subject to cancellation or modification during the five year\n         period.\n\n         8. Deductibility of Payments. In the event that the payment of benefits\n            -------------------------\nin accordance with the Participant's election under Section 3 of this Article VI\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 Participant's Account as necessary to\nmaximize the Company's 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 Participant's election, consistent with the objective of maximum\ndeductibility for the Company. The Committee shall have no authority to reduce a\nParticipant's Account Balance or to pay aggregate\n\n\n\n                                       - 9 -\n\n\n\n\nbenefits less than the Participant's Account Balance in the event that all or a\nportion thereof would not be deductible by the Company.\n\n         9. Change of Law. Notwithstanding anything to the contrary herein, if\n            -------------\nthe Committee determines in good faith, based on consultation with counsel, that\nthe federal income tax treatment or legal status of this Supplemental Savings\nPlan has or may be adversely affected by a change in the Internal Revenue Code,\nTitle I of the Employee Retirement Income Security Act of 1974, or other\napplicable law or by an administrative or judicial construction thereof, the\nCommittee may direct that the Accounts of affected Participants or of all\nParticipants be distributed as soon as practicable after such determination is\nmade, to the extent deemed necessary or advisable by the Committee to cure or\nmitigate the consequences, or possible consequences of, such change in law or\ninterpretation thereof.\n\n         10. Tax Withholding. To the extent required by law, the Company\n             ---------------\nshall withhold from benefit payments hereunder, or with respect to any amounts\ncredited to a Participant's Account hereunder, any Federal, state, or local\nincome or payroll taxes required to be withheld and shall furnish the recipient\nand the applicable government agency or agencies with such reports, statements,\nor information as may be legally required. However, the amount of Deferred\nCompensation or Matching Credits to be credited to a Participant's Account will\nnot be reduced or adjusted by the amount of any tax that the Company is required\nto withhold with respect thereto.\n\n                                   ARTICLE VII\n                                   -----------\n\n                         EXTENT OF PARTICIPANTS' RIGHTS\n                         ------------------------------\n\n         1. Unfunded Status of Plan. This Supplemental Savings Plan constitutes\n            -----------------------\na mere contractual promise by the Company to make payments in the future, and\neach Participant's 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\nSupplemental Savings Plan. Notwithstanding the foregoing, to assist the Company\nin meeting its obligations under this Supplemental Savings Plan, the Company may\nset aside assets in a trust or trusts described in Revenue Procedure 92-64,\n1992-2 C.B. 422 (generally known as a \"rabbi trust\"), and the Company may direct\nthat its obligations under this Supplemental Savings Plan be satisfied by\npayments out of such trust or trusts. It is the Company's intention that this\nSupplemental Savings Plan be unfunded for federal income tax purposes and for\npurposes of Title I of the Employee Retirement Income Security Act of 1974.\n\n         2. Nonalienability of Benefits. A Participant's rights to benefit\n            ---------------------------\npayments under this Supplemental Savings Plan shall not be subject in any manner\nto anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,\nattachment, or garnishment by creditors of the Participant or the Participant's\nBeneficiary.\n\n\n\n                                       - 10 -\n\n\n\n\n\n                                  ARTICLE VIII\n                                  ------------\n\n                            AMENDMENT OR TERMINATION\n                            ------------------------\n\n         1. Amendment. The Board may amend, modify, suspend or discontinue this\n           ----------\nSupplemental Savings Plan at any time subject to any shareholder approval that\nmay be required under applicable law, provided, however, that no such amendment\nshall have the effect of reducing a Participant's Account Balance or postponing\nthe time when a Participant is entitled to receive a distribution of his or her\nAccount Balance.\n\n         2. Termination. The Board reserves the right to terminate this\n            -----------\nSupplemental Savings Plan at any time and to pay all Participants their Account\nBalances in a lump sum immediately following such termination or at such time\nthereafter as the Board may determine; provided, however, that if a distribution\nin accordance with the provisions of this Section 2 would otherwise result in a\nnonexempt transaction under Section 16(b) of the Exchange Act, the date of\ndistribution with respect to any Section 16 Person shall be delayed until the\nearliest date upon which the distribution either would not result in a nonexempt\ntransaction or would otherwise not result in liability under Section 16(b) of\nthe Exchange Act.\n\n\n\n                                       - 11 -\n\n\n\n\n                                   ARTICLE IX\n                                   ----------\n\n                                 ADMINISTRATION\n                                 --------------\n\n         1. The Committee. This Supplemental Savings Plan shall be administered\n            -------------\nby the Compensation Committee of the Board or such other committee of the Board\nas may be designated by the Board and constituted so as to permit this\nSupplemental Savings Plan to comply with the requirements of Rule 16b-3 of the\nExchange Act. The members of the Committee shall be designated by the Board. A\nmajority of the members of the Committee (but not fewer than two) shall\nconstitute a quorum. The vote of a majority of a quorum or the unanimous written\nconsent of the Committee shall constitute action by the Committee. The Committee\nshall have full authority to interpret the Plan, and interpretations of the Plan\nby the Committee shall be final and binding on all parties.\n\n         2. Delegation and Reliance. The Committee may delegate to the officers\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 Supplemental Savings Plan in accordance with its terms and purpose,\nexcept that the Committee may not delegate any authority the delegation of which\nwould cause this Supplemental Savings 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 Supplemental Savings Plan, the Committee may obtain\nand rely upon the advice of experts, including professional advisors to the\nCompany. 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 Supplemental Savings Plan.\n\n         3. Exculpation and Indemnity. Neither the Company nor any member of the\n            -------------------------\nBoard or of the Committee, nor any other person participating in any\ndetermination of any question under this Supplemental Savings 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\nSupplemental Savings Plan or for the failure of the Supplemental Savings Plan or\nany Participant's rights under the Supplemental Savings Plan to achieve intended\ntax consequences, to qualify for exemption or relief under Section 16 of the\nExchange Act and the rules thereunder, or to comply with any other law,\ncompliance with which is not required on the part of the Company.\n\n         4. Facility of Payment. If a minor, person declared incompetent, or\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 may direct that such benefits be paid to, or such application or\nelection be made by, the guardian, legal representative, or person having the\ncare and custody of such minor, incompetent, or incapable person. Any payment\nmade, application allowed, or election implemented in accordance with this\nSection shall completely discharge the Company and the Committee from all\nliability with respect thereto.\n\n\n\n                                       - 12 -\n\n\n\n\n\n         5. Proof of Claims. The Committee may require proof of the death,\n            ---------------\ndisability, incompetency, minority, or incapacity of any Participant or\nBeneficiary and of the right of a person to receive any benefit or make any\napplication or election.\n\n         6. Claim Procedures.  The procedures when a claim under this Plan is\n            ----------------\ndenied by the Committee are as follows:\n\n                  (A)      The Committee shall:\n\n                                    (i)     notify the claimant within a\n                                            reasonable time of such denial,\n                                            setting forth the specific reasons\n                                            therefor; and\n\n                                    (ii)    afford the claimant a reasonable\n                                            opportunity for a review of the\n                                            decision.\n\n                           (B)      The notice of such denial shall set forth,\n                                    in addition to the specific reasons for the\n                                    denial, the following:\n\n                                    (i)     identification of pertinent\n                                            provisions of this Plan;\n\n                                    (ii)    such additional information as may\n                                            be relevant to the denial of the\n                                            claim; and\n\n                                    (iii)   an explanation of the claims review\n                                            procedure and advice that the\n                                            claimant may request an opportunity\n                                            to submit a statement of issues and\n                                            comments.\n\n                           (C)      Within sixty days following advice of denial\n                                    of a claim, upon request made by the\n                                    claimant, the Committee shall take\n                                    appropriate steps to review its decision in\n                                    light of any further information or comments\n                                    submitted by the claimant. The Committee may\n                                    hold a hearing at which the claimant may\n                                    present the basis of any claim for review.\n\n                           (D)      The Committee shall render a decision within\n                                    a reasonable time (not to exceed 120 days)\n                                    after the claimant's request for review and\n                                    shall advise the claimant in writing of its\n                                    decision, specifying the reasons and\n                                    identifying the appropriate provisions of\n                                    the Plan.\n\n\n\n                                       - 13 -\n\n\n\n\n\n                                    ARTICLE X\n                                    ---------\n\n                      GENERAL AND MISCELLANEOUS PROVISIONS\n                      ------------------------------------\n\n                  1. Neither this Supplemental Savings Plan nor a Participant's\nDeferral Agreement, either singly or collectively, shall in any way obligate the\nCompany to continue the employment of a Participant with the Company, nor does\neither this Supplemental Savings Plan or a Deferral Agreement limit the right of\nthe Company at any time and for any reason to terminate the Participant's\nemployment. In no event shall this Plan or a Deferral Agreement, either singly\nor collectively, by their terms or implications constitute an employment\ncontract of any nature whatsoever between the Company and a Participant. In no\nevent shall this Plan or a Plan Agreement, either singly or collectively, by\ntheir terms or implications in any way limit the right of the Company to change\nan Eligible Employee's compensation or other benefits.\n\n                  2. Any amount credited to a Participant's Account under this\nSupplemental Savings Plan shall not be treated as compensation for purposes of\ncalculating the amount of a Participant's benefits or contributions under any\npension, retirement, or other plan maintained by the Company, except as provided\nin such other plan.\n\n                  3. Any written notice to the Company referred to herein shall\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 place of residence or business address.\n\n                  4. In the event it should become impossible for the Company or\nthe Committee to perform any act required by this Plan, the Company or the\nCommittee may perform such other act as it in good faith determines will most\nnearly carry out the intent and the purpose of this Supplemental Savings Plan.\n\n                  5. By electing to become a Participant hereunder, each\nEligible Employee shall be deemed conclusively to have accepted and consented to\nall the terms of this Supplemental Savings Plan and all actions or decisions\nmade by the Company, the Board, or Committee with regard to the Supplemental\nSavings Plan.\n\n                  6. The provisions of this Supplemental Savings Plan and the\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.\n\n                  7. A copy of this Supplemental Savings Plan shall be available\nfor inspection by Participants or other persons entitled to benefits under the\nPlan at reasonable times at the offices of the Company.\n\n\n\n                                       - 14 -\n\n\n\n\n                  8. The validity of this Supplemental Savings Plan or any of\nits provisions shall be construed, administered, and governed in all respects\nunder and by the laws of the State of Maryland, except as to matters of federal\nlaw. If 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.\n\n                  9. This Supplemental Savings Plan and its operation, including\nbut not limited to, the mechanics of deferral elections, the issuance of\nsecurities, if any, or the payment of cash hereunder is subject to compliance\nwith all applicable federal and state laws, rules and regulations (including but\nnot limited to state and federal insider trading, registration, reporting and\nother securities laws) and such other approvals by any listing, regulatory or\ngovernmental authority as may, in the opinion of counsel for the Company, be\nnecessary or advisable in connection therewith.\n\n                  10. This Supplemental Savings Plan is intended to constitute\nan \"excess benefit plan\" within the meaning of Rule 16b-3(b)(2) under the\nSecurities Exchange Act of 1934, and it shall be construed and applied\naccordingly. It is the intent of the Company that this Supplemental Savings Plan\nsatisfy and be interpreted in a manner, that, in the case of Participants who\nare or may be Section 16 Persons, satisfies any applicable requirements of Rule\n16b-3 of the Exchange Act or other exemptive rules under Section 16 of the\nExchange Act and will not subject Section 16 Persons to short-swing profit\nliability thereunder. If any provision of this Supplemental Savings Plan would\notherwise frustrate or conflict with the intent expressed in this Section 10,\nthat provision to the extent possible shall be interpreted and deemed amended so\nas to avoid such conflict. To the extent of any remaining irreconcilable\nconflict with this intent, the provision shall be deemed disregarded. Similarly,\nany action or election by a Section 16 Person with respect to the Supplemental\nSavings Plan to the extent possible shall be interpreted and deemed amended so\nas to avoid liability under Section 16 or, if this is not possible, to the\nextent necessary to avoid liability under Section 16, shall be deemed\nineffective. Notwithstanding anything to the contrary in this Supplemental\nSavings Plan, the provisions of this Supplemental Savings Plan may at any time\nbe bifurcated by the Board or the Committee in any manner so that certain\nprovisions of this Supplemental Savings Plan are applicable solely to Section 16\nPersons. Notwithstanding any other provision of this Supplemental Savings Plan\nto the contrary, if a distribution which would otherwise occur is prohibited or\nproposed to be delayed because of the provisions of Section 16 of the Exchange\nAct or the provisions of the Supplemental Savings Plan designed to ensure\ncompliance with Section 16, the Section 16 Person involved may affirmatively\nelect in writing to have the distribution occur in any event; provided that the\nSection 16 Person shall concurrently enter into arrangements satisfactory to the\nCommittee in its sole discretion for the satisfaction of any and all\nliabilities, costs and expenses arising from this election.\n\n\n\n\n                                       - 15 -\n\n\n\n\n                                   ARTICLE XI\n                                   ----------\n\n                                 EFFECTIVE DATE\n                                 --------------\n\n         This amendment and restatement of the Supplemental Savings Plan shall\ngenerally become effective on January 1, 1997. Subsequent amendments to the\nSupplemental Savings Plan are effective as of the date stated in the amendment\nor the adopting resolution.\n\n\n\n                                       - 16 -\n\n<\/pre>\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":[9539,9542],"class_list":["post-40702","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40702","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=40702"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40702"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40702"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40702"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}