MARTIN MARIETTA CORPORATION
AMENDED OMNIBUS SECURITIES AWARD PLAN
Adopted: April 23, 1992
As Amended
March 25, 1993
[MARTIN MARIETTA LOGO]
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
APRIL 2, 1993
SECTION 1. Establishment and Purpose.
The Martin Marietta Corporation Amended Omnibus Securities
Award Plan (the "Plan") is an amendment and restatement of the
Martin Marietta Corporation Omnibus Securities Award Plan (the
"1992 Plan") which became effective upon its adoption by the
stockholders of Martin Marietta Corporation on April 23, 1992.
Subject to consummation of the transactions contemplated by the
Transaction Agreement dated November 22, 1992 among General
Electric Corporation, the Corporation and Parent Corporation (the
"Transaction Agreement"), the 1992 Plan, as amended and restated
herein, will be adopted by Parent Corporation which will assume all
of the obligations of the Corporation hereunder. At such time, the
name of the Corporation will be changed to Martin Marietta
Technologies, Inc. and the name of Parent Corporation will be
changed to Martin Marietta Corporation.
The purpose of this Plan is to benefit the Corporation's
stockholders by encouraging high levels of performance by
individuals who are key to the success of the Corporation and to
enable the Corporation to attract, motivate, and retain talented
and experienced individuals essential to its continued success.
This is to be accomplished by providing such employees an
opportunity to obtain or increase their proprietary interest in the
Corporation's performance and by providing such employees with
additional incentives to remain with the Corporation.
SECTION 2. Definitions.
The following terms, as used herein, shall have the meaning
specified:
"Affiliate" means any entity directly or indirectly
controlling, controlled by or under direct or indirect common
control with the Corporation.
"Award" means an award granted pursuant to Section 4 hereof.
"Award Agreement" means an agreement described in Section 6
hereof entered into between the Corporation and a Participant,
setting forth the terms and conditions applicable to the Award
granted to the Participant.
"Board of Directors" means the Board of Directors of the
Corporation as it may be comprised from time to time.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time. "Committee" means the Committee as defined
in Section 8.
"Corporation" means Martin Marietta Corporation including its
Affiliates.
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"Employee" means officers and other key employees of the
Corporation but excludes directors who are not also officers
or employees of the Corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Fair Market Value" means the closing price of the relevant
security as reported on the composite tape of New York Stock
Exchange issues (or such other reporting system as shall be
selected by the Committee) on the relevant date, or if no sale
of the security is reported for such date, the next following
day for which there is a reported sale. The Committee shall
determine the Fair Market Value of any security that is not
publicly traded, using such criteria as it shall determine, in
its sole direction, to be appropriate for such valuation.
"Insider" means any person who is subject to Section 16 of the
Exchange Act.
"Participant" means an Employee who has been granted an Award
pursuant to this Plan.
"Section 16" means Section 16 of the Exchange Act or any
successor regulation and the rules promulgated thereunder by
the Securities and Exchange Commission as they may be amended
from time to time.
"Stock" means shares of Common Stock of the Corporation, par
value $1.00, and upon consummation of the transactions
contemplated by the Transaction Agreement it will mean the
Common Stock, par value $1.00, of Parent Corporation, the name
of which will be changed to Martin Marietta Corporation.
SECTION 3. Eligibility.
Awards may be granted only to exempt salaried Employees of the
Corporation who are designated from time to time by the Committee.
No individual who beneficially owns Stock possessing Five
Percent (5%) or more of the combined voting power of all classes of
stock of the Corporation shall be eligible to participate in the
Plan.
SECTION 4. Awards.
The Committee may grant any of the following types of Awards,
either singly, in tandem or in combination with other Awards, as
the Committee may in its sole discretion determine:
(a) Non-qualified Stock Options. A Non-qualified Stock Option
is a right to purchase a specified number of shares of
Stock during such specified time as the Committee may
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determine at a price not less than 100% of the Fair
Market Value of the Stock on the date the option is
granted.
(i) The purchase price of the Stock subject to the
option may be paid in cash. At the discretion of
the Committee, the purchase price may also be paid
by the tender of Stock, or through a combination of
Stock and cash, or through such other means as the
Committee determines are consistent with the Plan's
purpose and applicable law. No fractional shares
of Stock will be issued or accepted.
(ii) Without limiting the foregoing, to the extent
permitted by law (including relevant state law),
the Committee may agree to accept as full or
partial payment of the purchase price of Stock
issued upon exercise of options, a promissory note
of the optionee evidencing the optionee's
obligation to make future cash payments to the
Corporation. Promissory notes shall be payable as
determined by the Committee (but in no event later
than five years after the date thereof), shall be
secured by a pledge of shares of Stock purchased,
and shall bear interest at a rate established by
the Committee.
(b) Incentive Stock Options. An Incentive Stock Option is an
Award in the form of an option to purchase Stock that
complies with the requirements of Code Section 422 or any
successor section.
(i) The aggregate number of shares that may be subject
to Incentive Stock Options under this Plan shall
not exceed 867,000 shares of Stock, subject to
Sections 5 and 9.
(ii) The aggregate Fair Market Value (determined at the
time of the grant of the Award) of the shares
subject to Incentive Stock Options which are
exercisable by one person for the first time during
a particular calendar year shall not exceed
$100,000. For purses of the preceding sentence,
the term "Incentive Stock Option" shall mean an
option to purchase Stock that is granted pursuant
to this Section 4(b) or pursuant to any other plan
of the Corporation that complies with
Section 422(b) of the Code.
(iii) No Incentive Stock Option may be granted under this
Plan after the tenth anniversary of the date this
Plan Is adopted, or the date this Plan is approved
by the stockholders, whichever is earlier, or be
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exercisable more than ten years after the date the
Award is made.
(iv) The exercise price of any Incentive Stock Option
shall be no less than Fair Market Value of the
Stock subject to the option on the date the Award
is made.
(v) The Committee may provide that the option price
under an Incentive Stock Option may be paid by one
or more of the methods available for paying the
option price of a non-qualified stock option.
(c) Stock Appreciation Rights. A Stock Appreciation Right
("SAR") is a right to receive, upon surrender of the
right, but without payment, an amount payable in cash.
The amount payable with respect to each right shall be
dual in value to a percent of the excess, if any, of the
Fair Market Value of a share of Stock on the exercise
date over the Fair Market Value of a share of Stock on
the date the Award was made (or, in the case of a right
granted with respect to a previously granted Award, the
Fair Market Value of the shares that are the subject of
the previously granted Award on the date such previous
Award was granted). The applicable percent shall be
established by the Committee.
(d) Restricted Stock. Restricted Stock is Stock or other
securities of the Corporation that is issued to a
Participant and is subject to restrictions on transfer
and/or such other restrictions on incidents of ownership
as the Committee may determine.
(e) Other Stock-based Incentive Awards. The Committee may
from time to time grant Awards under this Plan that
provide the Participant with the right to purchase Stock,
or other securities of the Corporation or provide
incentive Awards that are valued by reference to the Fair
Market Value of Stock, or other securities of the
Corporation (Including, but not limited to phantom
securities or dividend equivalents). Such Awards shall
be in a form determined by the Committee (and may include
terms contingent upon a change of control of the
Corporation), provided that such Awards shall not be
inconsistent with the terms and purposes of the Plan.
SECTION 5. Shares of Stock and Other Stock-Based Awards
Available Under Plan.
(a) Subject to the adjustment provisions of Section 9 hereof,
the number of shares with respect to which Awards payable
in securities may be granted for 1992 will be 1.3% of the
shares of stock outstanding on December 31, 1991 and for
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each of 1993, 1994, 1995 and 1996 shall not exceed 1.7%
of the sum of (i) the number of shares of Stock
outstanding (subject to increase in certain
circumstances) and (ii) the number of shares of Stock
into which the outstanding Series A Preferred Stock, par
value $1.00, of Parent Corporation, is convertible, in
each case on December 31 of the prior year. In the event
that not all of the shares available in one year are used
for Awards in that year, the number of shares not used
for Awards that year shall be carried forward and shall
be available for Awards in succeeding calendar years in
addition to the aforesaid percentages of shares that
would otherwise be available in such years. In each of
1993, 1994 or 1995 an additional .5% of the aforesaid
sums may be granted if a corresponding decrease in the
percentage of shares of Stock available for Awards in the
immediately succeeding year is made. Any shares that
have not been awarded on or before December 31, 1996,
shall remain available for Awards for the duration of the
Plan. The number of SARs, units representing awards
payable solely in cash, or other rights payable solely in
cash that may be granted shall be equal to (and in
addition to) the number of shares of Stock available for
Awards payable in securities.
(b) Any unexercised or undistributed portion of any
terminated or forfeited Award shall be available for
further Awards in addition to those available under
Section 5(a) hereof.
(c) For the purpose of computing the total number of shares
of Stock granted under the Plan, the following rules
shall apply to Awards cable in Stock or other securities,
where appropriate:
(i) except as provided in (v) of this Section, each
option shall be deemed to be the equivalent of the
maximum number of shares that may be issued upon
exercise of the particular option;
(ii) except as provided in (v) of this Section, each
other stock-based Award payable in some other
security shall be deemed to be equal to the number
of shares to which it relates;
(ii) except as provided in (v) of this Section, where
the number of shares available under the Award Is
variable on the date it is granted, the number of
shares shall be deemed to be the maximum number of
shares that could be received under that particular
Award;
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(iv) where one or more types of Awards (both of which
are payable in Stock or another security) are
granted in tandem with each other, such that the
exercise of one type of Award with respect to a
number of shares cancels an equal number of shares
of the other, each joint Award shall be deemed to
be the equivalent of the number of shares under the
other; and
(v) each share awarded or deemed to be awarded under
the preceding subsections shall be treated as
shares of Stock, even if the Award is for a
security other than Stock.
Additional rules for determining the number of shares of Stock
granted under the Plan may be made by the Committee, as it
deems n or appropriate.
(d) The Stock which may be delivered pursuant to an Award
under the Plan may be treasury or authorized but unissued
Stock or Stock may be acquired, subsequently or in
anticipation of the transaction, in the open market to
satisfy the requirements of the Plan.
SECTION 6. Award Agreements.
Each Award under this Plan shall be evidenced by an Award
Agreement setting forth the number of shares of Stock or other
security, SARs, or units subject to the Award and such other terms
and conditions applicable to the Award as determined by the
Committee.
(a) Award Agreements shall include the following terms:
(i) Non-assignability: A provision that no Award shall
be assignable or transferable except by will or by
the laws of descent and distribution and that
during the lifetime of a Participant, the Award
shall be exercised only by such Participant or by
his or her guardian or legal representative.
(ii) Termination of Employment: A provision describing
the treatment of an Award in the event of the
retirement, disability, death or other termination
of a Participant's employment with the Corporation,
including but not limited to terms relating to the
vesting, time for exercise, forfeiture or
cancellation of an Award in such circumstances.
(iii) Rights as Stockholder: A provision that a
Participant shall have no rights as a stockholder
with respect to any securities covered by an Award
until the date the Participant becomes the holder
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of record. Except as provided in Section 9 hereof,
no adjustment shall be made for dividends or other
rights, unless the Award Agreement specifically
requires such adjustment, in which case, grants of
dividend equivalents or similar rights shall not be
considered to be a grant of any other stockholder
right.
(iv) Withholding: A provision requiring the withholding
of applicable taxes required by law from all
amounts paid in satisfaction of an Award. In the
case of an Award paid in cash, the withholding
obligation shall be satisfied by withholding the
applicable amount and paying the net amount in cash
to the Participant. In the case of Awards paid in
shares of Stock or other securities of the
Corporation, a Participant may satisfy the
withholding obligation by paying the amount of any
taxes in cash or, with the approval of the
Committee, shares of Stock or other securities may
be deducted from the payment to satisfy the
obligation in full or in part. The number of
shares to be deducted shall be determined by
reference to the Fair Market Value of such shares
on the date the Award is exercised.
(v) Execution: A provision stating that no Award is
enforceable until the Award Agreement or a receipt
has been signed by the Participant and the Chief
Executive Officer of the Corporation (or his
delegate), or, in the case of an Award to an
Insider, by the Participant and by a member of the
Committee. By executing the Award Agreement or
receipt, a Participant shall be deemed to have
accepted and consented to any action taken under
the Plan by the Committee, the Board of Directors
or their delegates.
(vi) Holding Period: In the case of an Award to an
Insider, (A) of an equity security, a provision
stating (or the effect of which is to require) that
such security must be held for at least six months
(or such longer period as the Committee in its
discretion specifies) from the date of acquisition;
or (B) of a derivative security with a fixed
exercise price within the meaning of Section 16, a
provision stating (or the effect of which is to
require) that at least six months (or such longer
period as the Committee in its discretion
specifies) must elapse from the date of acquisition
of the derivative security to the date of
disposition of the derivative security (other than
upon exercise or conversion) or its underlying
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equity security; or (C) of a derivative security
without a fixed exercise price within the meaning
of Section 16, a provision stating (or the effect
of which is to require) that at least six months
(or such longer period as the Committee in its
discretion specifies) must elapse from the date
upon which such price is fixed to the date of
disposition of the derivative security (other than
by exercise or conversion) or its underlying equity
security.
(b) Award Agreements may include the following terms:
(i) Replacement, Substitution and Reloading: Any
provisions (A) permitting the surrender of
outstanding Awards or securities held by the
Participant in order to exercise or realize rights
under other Awards, or in exchange for the grant of
new Awards under similar or different terms
(including the grant of reload options), or, (0)
requiring holders of Awards to surrender
outstanding Awards as a condition precedent to the
grant of new Awards under the Plan.
(ii) Other Terms: Such other terms as are necessary and
appropriate to effect an Award to the Participant
IncludIng but not limited to the term of the Award,
vesting provisions, any requirements for continued
employment with the Corporation, any other
restrictions or conditions (including performance
requirements) on the Award and the method by which
restrictions or conditions lapse, effect on the
Award of a change in control, the price, amount or
value of Awards.
SECTION 7. Amendment and Termination.
The Board of Directors may at any time amend, suspend or
discontinue the Plan. The Committee may at any time alter or amend
any or all Award Agreements under the Plan to the extent permitted
by law. However, no such action may, without approval of the
stockholders of the Corporation, be effective if such approval is
required by Section 16(b) of the Exchange Act.
SECTION 8. Administration.
(a) The Plan and all Awards granted pursuant thereto shall be
administered by a Committee of the Board of Directors
constituted so as to permit the Plan to comply with the
administration requirement of Rule 16b-3(c)(2)(i). The
members of the Committee shall be designated by the Board
of Directors and as initially constituted, shall be the
Stock Option Committee as defined in the Corporation's
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By-Laws. A majority of the members of the Committee
shall constitute a quorum. The vote of a majority of a
quorum shall constitute action by the Committee.
(b) The Committee shall periodically determine the
Participants in the Plan and the nature, amount, pricing,
timing, and other terms of Awards to be made to such
individuals.
(c) The Committee shall have the power to interpret and
administer the Plan. All questions of interpretation
respect to the Plan, the number of shares of Stock or
other security, SARs, or units granted, and the terms of
any Award Agreements shall be determined by the Committee
and its determination shall be final and conclusive upon
all parties in interest. In the event of any conflict
between an Award Agreement and this Plan, the terms of
this Plan shall govern.
(d) It is the intent of the Corporation that this Plan and
Awards hereunder satisfy and be interpreted in a manner,
that, in the case of Participants who are or may be
Insiders, satisfies the applicable required of Rule 16b-3
of the Exchange Act, so that such persons will be
entitled to the benefits of Rule 16b-3 or other exemptive
rules under Section 16 and will not be subjected to
avoidable liability thereunder. If any provision of this
Plan or of any Award would otherwise frustrate or
conflict with the intent expressed in this Section 8(d),
that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such
conflict. To the extent of any remaining irreconcilable
conflict with such intent, the provision shall be deemed
void as applicable to Insiders.
(e) The Committee may delegate to the officers or employees
of the Corporation the authority to execute and deliver
such instruments and documents, to do all such acts and
things, and to take all such other steps deemed
necessary, advisable or convenient for the effective
administration of the Plan in accordance with its terms
and purpose, except that the Committee may not delegate
any discretionary authority with respect to substantive
decisions or functions regarding the Plan or Awards
thereunder as these relate to Insiders including but not
limited to decisions regarding the timing, eligibility,
pricing, amount or other material term of such Awards.
SECTION 9. Adjustment Provisions.
(a) In the event of any change in the outstanding shares of
Stock by reason of a stock dividend or split,
recapitalization, merger or consolidation,
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reorganization, combination or exchange of shares or
other similar corporate change, the number of shares of
Stock (or other securities) then remaining subject to
this Plan, and the maximum number of shares that may be
issued to anyone pursuant to this Plan, including those
that are then covered by outstanding Awards, shall (i) in
the event of an increase in the number of outstanding
shares, be proportionately increased and the price for
each share then covered by an outstanding Award shall be
proportionately reduced, and (ii) in the event of a
reduction in the number of outstanding shares, be
proportionately reduced and the price for each share then
covered by an outstanding Award, shall be proportionately
increased.
(b) The Committee shall make any further adjustments as it
deems necessary to ensure equitable treatment of any
holder of an Award as the result of any transaction
affecting the securities subject to the Plan not
described in (a), or as is required or authorized under
the terms of any applicable Award Agreement.
SECTION 10. Change of Control.
(a) In the event of a change of control of the Corporation,
in addition to any action required or authorized by the
terms of any Award Agreement, the Committee may, in its
discretion, recommend that the Board of Directors take
any of the following actions as a result of, or in
anticipation of, any such event to assure fair and
equitable treatment of Plan Participants:
(i) accelerate time periods for purposes of vesting in,
or realizing gain from, any outstanding Award made
pursuant to this Plan;
(ii) offer to purchase any outstanding Award made
pursuant to this Plan from the holder for Its
equivalent cash value, as determined by the
Committee, as of the date of the change of control;
or
(iii) make adjustments or modifications to outstanding
Awards as the Committee deems appropriate to
maintain and protect the rights and interests of
Plan Participants following such change of control.
Any such action approved by the Board of Directors
shall be conclusive and binding on the Corporation
and all Plan Participants.
(b) For the purposes of this Section, a change of control
shall include the following:
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(i) A tender offer or exchange offer is made whereby
the effect of such offer is to take over and
control the affairs of the Corporation and such
offer is consummated for the ownership of
securities of the Corporation representing 25% or
more of the combined voting powers of the
Corporation's then outstanding voting securities.
(ii) The Corporation is merged or consolidated with
another corporation and, as a result of such merger
or consolidation, less than 75% of the outstanding
voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by
the former stockholders of the Corporation, other
than affiliates within the meaning of the Exchange
Act or any party to such merger or consolidation.
(iii) The Corporation transfers substantially all of its
assets to another corporation or entity which is
not a wholly owned subsidiary of the Corporation.
(iv) Any "person" (as such term is used in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act)
is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation
representing 25% or more of the combined voting
power of the Corporation's then outstanding
securities, and the effect of such ownership is to
take over and control the affairs of the
Corporation.
(v) As the result of a tender offer, merger,
consolidation, sale of assets, or contested
election, or any combination of such transactions,
the persons who were members of the Board of
Directors of the Corporation immediately before the
transactIon, cease to constitute at least a
majority thereof.
SECTION 11. Unfunded Plan.
The Plan shall be unfunded. Neither the Corporation nor the
Board of Directors shall be required to segregate any assets that
may at any time be represented by Awards made pursuant to the Plan.
Neither the Corporation, the Committee, nor the Board of Directors
shall be deemed to be a trustee of any amounts to be paid under the
Plan.
SECTION 12. LIMITS OF LIABILITY.
(a) Any liability of the Corporation to any Participant with
respect to an Award shall be base solely upon contractual
obligations created by the Plan and the Award Agreement.
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(b) Neither the Corporation nor any member of the Board of
Directors or of the Committee, nor any other person
participating in any determination of any question under
the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability to any
party for any action taken or not taken, in good faith
under the Plan.
SECTION 13. Rights of Employees.
(a) Status as an eligible Employee shall not be construed as
a commitment that any Award will be made under this Plan
to such eligible Employee or to eligible Employees
generally.
(b) Nothing contained in this Plan (or in any other documents
related to this Plan or to any Award) shall confer upon
any Employee or Participant any right to continue in the
employ or other service of the Corporation or constitute
any contract or limit in any way the right of the
Corporation to change such person's compensation or other
benefits or to terminate the employment of such person
with or without cause.
SECTION 14. Duration.
The Plan shall remain in effect until all Awards under the
Plan have been exercised or terminated under the terms of the Plan
and applicable Award Agreement, provided that Awards under the Plan
only be grants until April 23, 2302.
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