POST-RETIREMENT DEATH BENEFIT PLAN FOR SENIOR EXECUTIVES
As Approved by the Board of Directors
August 23, 1979
(Amended April 26, 1984)
(Amended July 24, 1986)
(Amended January 22, 1987)
SECTION 1. ESTABLISHMENT AND PURPOSE
The Martin Marietta Corporation Post-Retirement Death Benefit
Plan for Senior Executives is established effective September 1,
1979, for senior executive personnel. It is intended to provide a
means for attracting and retaining capable individuals as executive
employees of the Corporation. It is further intended to encourage
executives to voluntarily retire from key executive positions no
later than age 65 to enhance advancement opportunities within the
Corporation and thereby make employment by the Corporation more
attractive.
SECTION 2. DEFINITIONS
The following terms, as used herein, shall have the following
meanings:
2.1 "Board of Directors" means the Board of Directors of
Martin Marietta Corporation as it may be comprised from time to
time.
2.2 "Corporation" means Martin Marietta Corporation.
2.3 "Employee" means a person employed by the Corporation on
a full-time basis.
2.4 "Participant" means an Employee who has attained the age
of 55 and is employed in a position which is listed in Addendum A,
which forms a part hereof and is attached hereto.
2.5 "Plan" means the Martin Marietta Corporation Post-
Retirement Death Benefit Plan for Senior Executives, as in effect
at any time and from time to time.
2.6 "Retirement" means separation from service for any reason
other than to accept full time employment in a comparable position
with another employer, provided that such retirement occurs no
earlier than the first day of the month coinciding with or next
following attainment of age 55 and no later than the first day of
the month coinciding with or next following attainment of age 65
unless such continued employment has been specifically approved by
the Board of Directors.
SECTION 3. ELIGIBLE GROUP
3.1 Participants employed in any of the positions listed in
Addendum A shall comprise the group eligible for participation
under the Plan.
3.2 In the event that a Participant shall simultaneously hold
more than one position listed in Addendum A to this Plan only one
benefit amount shall be payable. There shall be no duplication of
benefits.
3.3 Separation from employment with the Corporation in order
to accept employment with any of its subsidiaries or affiliates
shall not constitute retirement under the terms of the Plan and
shall not result in commencement of entitlement to any benefit.
3.4 Eligibility of a Participant for payment of a benefit
under the Plan shall be determined in accordance with and subject
to the terms hereof.
SECTION 4. ELIGIBILITY FOR BENEFIT
4.1 This Plan shall provide a benefit payable upon the death
of a Participant subsequent to Retirement, provided that at the
time of Retirement such Participant was then employed by the
Corporation in one of the positions listed in Addendum A.
4.2 The death benefit payable under this Plan shall be an
amount equal to a percentage of the Participant's annualized salary
for the pay period immediately prior to Retirement, determined in
accordance with the following schedule:
Death Benefit as
Age at Retirement Percent of Annual Salary
At least age 55 but less than 56 15%
At least age 56 but less than 57 30%
At least age 57 but less than 58 45%
At least age 58 but less than 59 60%
At least age 59 but less than 60 75%
At least age 60 but less than 61 90%
At least age 61 but less than 62 105%
At least age 62 but less than 63 120%
At least age 63 but less than 64 135%
At age 64 and over 150%
The amount of the Post-Retirement Death Benefit shall be rounded to
the next highest $5,000 increment but in no event shall be less
than $25,000. The amount so determined shall then be grossed up to
provide for income taxes due by the beneficiary using the following
formula:
Grossed up Benefit = (Death Benefit) - (1-Composite Tax Rate)
Where Composite Tax Rate = marginal Federal tax rate
applicable to the highest individual bracket plus an
adjustment for State taxes (if any) equal to (1-Federal tax
rate) x Highest Marginal individual state tax rate (if any) in
the employee's state of residence.
For example, in 1987 a death benefit of $100,000 would be
grossed up in the State of Maryland where the Federal rate =
38.5% and the Maryland State rate = 7.5%
Grossed up benefit equals:
$100,000 - [.385 + (1 - .385) (.075)].
No benefits shall be payable under the Plan if a
Participant continues employment with the Corporation beyond the
first day of the month coinciding with or next following the
attainment of age 65, unless such continued employment is pursuant
to the express approval of the Board of Directors, based on a
determination by the Board that sound business judgment requires
the continued service of such Participant for a specified period of
time and the agreement of such Participant to so serve. In the
case of such approved continuation of employment, a Participant who
thereafter retires upon completion of such continued employment
shall be entitled to a death benefit equal in amount to 150% of his
annualized salary for the pay period immediately prior to
retirement, rounded to the next highest $5,000 increment.
SECTION 5. TERM OF BENEFITS
5.1 The coverage provided under this Plan shall commence
immediately on termination of service for Retirement and continue
during the lifetime of a Participant unless sooner terminated by
reason of the circumstances described in the succeeding subsection.
5.2 If, following the date on which a Participant shall be
eligible to receive benefits under the Plan, the Board of Directors
shall reasonably find that a Participant, without the prior written
consent of the Board of Directors, is engaged in the operation or
management of a business, whether as owner, controlling
stockholder, partner, director, officer, employee, consultant, or
otherwise, which at such time is in competition with the
Corporation or any of its subsidiaries or affiliates, or has
disclosed to unauthorized persons information relative to the
business of the Corporation or any of its subsidiaries or
affiliates which the Participant shall have had reason to believe
is confidential, or shall be found by the Board of Directors to
have committed an act during or after the term of the Participant's
employment which would have justified the Participant being
discharged for cause, all benefits to which such Participant shall
otherwise be entitled under this Plan shall terminate. This
section shall be uniformly applied to Participants similarly
situated.
SECTION 6. MANNER OF PAYMENT
6.1 A written designation of beneficiary(ies) and contingent
beneficiary(ies) may be made by the Participant with the
Compensation Committee of the Board of Directors and changed from
time to time by written notice made by the Participant or, if
applicable, his assignee to the Compensation Committee.
6.2 The Post-Retirement Death Benefit shall be payable to the
designated beneficiary or beneficiaries. If, at the time of the
Participant's death, there is no designated beneficiary as to all
or any part of the benefit, or if the designated beneficiary does
not survive the Participant, the benefit will be paid at the option
of the Compensation Committee of the Board of Directors to any of
the following survivors of the Participant: wife, husband, mother,
father, child, or children; or to the executors or administrators
of the Participant.
6.3 Payments to any named beneficiary or beneficiaries as
designated in any insurance policy purchased hereunder by the
Corporation or pursuant to any applicable law or to any survivor or
survivors of the Participant or to the estate of a Participant or
pursuant to this Plan shall completely discharge all liabilities of
the Corporation with respect to the amounts so paid.
6.4 The Participant or beneficiary may arrange to have the
benefit paid in (a) lump sum, (b) monthly or annual installments
over a fixed period of years, or (c) such other arrangements as may
be agreed upon by the Participant or beneficiary and the
Compensation Committee of the Board of Directors.
6.5 The Post-Retirement Death Benefit shall be paid by the
Corporation from its general funds.
SECTION 7. AMENDMENT AND TERMINATION
The Compensation Committee may from time to time recommend
amendments to the Board of Directors for their review and approval.
The Board of Directors may terminate the Plan or amend the Plan in
any respect and at any time; provided, however, that no such
amendment or termination shall have the effect of reducing the
death benefit then being paid, or to be paid, on behalf of any
retired Participant and provided further that no such amendment or
termination shall reduce the calculation of the death benefit to be
paid on behalf of any active Participant below the amount which
would have been payable had such Participant retired on the day
prior to the effective date of such amendment or termination. Any
Participant may, however, at the Participant's election, by written
notice to the Compensation Committee of the Board of Directors
terminate participation in the Plan.
SECTION 8. ADMINISTRATION
This Plan shall be administered by the Compensation Committee
of the Board of Directors subject to the approval of the Board of
Directors. A decision of the Board of Directors with respect to
any matter pertaining to the Plan shall be conclusive and binding
on all interested parties.
SECTION 9. GENERAL PROVISIONS
9.1 Nothing in this Plan shall be deemed to give any person
the right to remain in the employ of the Corporation or to remain
in any of the positions designated in Addendum A or affect the
right of the Corporation to terminate any Participant's employment
with or without cause.
9.2 The Plan shall be construed and administered in
accordance with the laws of the State of Maryland.
January 1987