EXHIBIT 10(iii)(a)
MARTIN MARIETTA CORPORATION
DIRECTORS DEFERRED COMPENSATION PLAN
March 27, 1980
(Amended June 24, 1988)
(Amended September 22, 1988)
(Amended June 24, 1994)
SECTION 1. PURPOSE
The purpose of this Plan is to provide each eligible Director of Martin
Marietta Corporation with the opportunity of receiving deferred compensation
after termination of service as a Director. The Plan is also intended to
establish a method of paying Director's compensation which will aid Martin
Marietta in attracting and retaining as members of the Board persons whose
abilities, experience and judgment can contribute to the continued progress of
the Corporation.
SECTION 2. DEFINITIONS
(a) "Board" means the Board of Directors of Martin Marietta Corporation.
(b) "Committee" means the Committee appointed to administer this Plan, as
provided in Section 9 hereof.
(c) "Committee Fees" means the fees payable to a Director for service on a
Committee of the Board and for services as Chairman of a Committee of the Board.
(d) "Corporation" means Martin Marietta Corporation.
(e) "Deferred Compensation" means compensation deferred pursuant to this
Plan.
(f) "Deferred Compensation Account" means the account or accounting entry
which signifies the total amount of Deferred Compensation with respect to each
Participant, adjusted from time to time as provided in the Plan.
(g) "Deferred Compensation Election Form" means the form by which eligible
Directors elect to become Participants.
(h) "Director" or "Directors" means a member or members of the Board.
(i) "Director's Fees" means the fees payable to a Director for service on
the Board.
(j) "Participant" means an eligible Director who has elected to participate
in the Plan and to defer his compensation on the terms and conditions set forth
herein.
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(k) "Plan" means the Directors Deferred Compensation Plan as described
herein and as amended from time to time.
(l) "Valuation Date" means the last business day of a calendar year.
(m) "Change of Control"shall include the following: (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 Securities Exchange Act of 1934, as amended
from time to time ("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; and (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 3. ELIGIBILITY
Each Director who receives Director's Fees for service on the Board shall
be eligible to participate in the Plan.
SECTION 4. PARTICIPATION
In order to participate in the Plan for a particular calendar year, an
eligible Director must make a valid election by executing and filing with the
Committee, before the commencement of such calendar year (or, in the case of a
new Director, before the commencement of his term of office in such calendar
year), a Deferred Compensation Election Form. Such election shall --
(a) be valid if and only if it (i) contains a statement that the Director
elects to defer all or a stated percentage of the compensation due to him for
service as a Director and for services on any Committee of the Board for such
calendar year, and (ii) specifies that the Participant's Deferred Compensation
shall be paid to him in a lump-sum or specifies the number (not to exceed 10) of
annual installments in which his Deferred Compensation for such calendar year
shall be paid to him pursuant to Section 5(a) below;
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(b) apply to such calendar year and also to each succeeding calendar year
during all or part of which the Participant remains eligible until the calendar
year following the year in which the Participant files with the Committee a
revised Deferred Compensation Election Form or a written revocation of the
election; and
(c) with respect to each such calendar year to which it applies pursuant to
paragraph (b) above, be irrevocable as to all matters described in paragraph (a)
above upon the commencement of each such calendar year subject only to
modification by the Committee in the event of severe financial hardship as
provided in Section 5(a) below.
Upon receipt of a Directors' valid election, the Committee shall establish
an individual Deferred Compensation Account for such Director and shall credit
to his Deferred Compensation Account all of the Deferred Compensation which
would otherwise have been payable to such Director for the calendar year to
which the election applies. Director's Fees and Committee Fees shall be
credited as of the first day of each month.
SECTION 5. PAYMENT OF DEFERRED COMPENSATION AND METHOD OF COMPUTATION
(a) Except as provided below in the case of severe financial hardship,
payments of Deferred Compensation to Participants (or, if applicable, to their
beneficiary or personal representative) under the Plan shall be made or, in the
case of installment payments, commence in January of the first calendar year
following the termination of the Participant's status as a Director due to
resignation, retirement, death or otherwise, and, in the case of installment
payments, shall continue to be made in January of each succeeding year until all
installments have been paid.
In the event that the Participant (or, if applicable, the beneficiary)
incurs a severe financial hardship the Committee, in its absolute discretion,
may revise the payment schedule. Such severe financial hardship must have been
caused by an accident, illness, or event beyond the control of the Participant
(or, if applicable, the beneficiary); and the Committee shall revise the payment
schedule as previously established only to the extent reasonably necessary to
eliminate the severe financial hardship.
(b) The amounts to be paid to a Participant (or beneficiary or personal
representative) pursuant to Section 5(a) hereof shall be computed and paid in
accordance with the following procedures (subject only to modification by the
Committee in the event of severe financial hardship as provided in Section 5(a)
above:
Payment in cash at a deferred date or dates, either in a lump sum or annual
installments, of the total amount which would have accumulated in the
Participant's Deferred Compensation Account by the Valuation Date immediately
preceding each payment if such deferred compensation had, as soon as practicable
but no less frequently than monthly following the date
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on which the Director's Fees and Committee Fees were credited, either (i) been
deposited in an account which paid monthly interest, (ii) been invested in an
indexed equity fund, (iii) been invested in a fixed income fund, or (iv) been
deposited or invested in a permissible combination of such deposits and
investments, all in accordance with the previous written designation by the
Committee concerning the method to be used to measure the funds deemed to have
been accumulated in the Deferred Compensation Account. Prior to December 31
each year, the Committee shall, following a review of the applicable Deferred
Compensation Election Form and consultation with the Participant, designate the
method to be used to measure the accumulation of funds with respect to amounts
to be deferred by the Participant for the next calendar year. The Committee's
designation of the method or methods of measuring the accumulation of funds
shall be in multiples of twenty-five percent (25%) of the compensation being
deferred, and said designation shall not be changed at any time commencing with
the first day of the calendar year to which the designation applies. In the
event that a previously designated method for measuring the funds deemed to have
been accumulated in the Deferred Compensation Account is no longer available,
the Committee, in its absolute discretion, shall designate an alternative method
for measuring the future accumulation of funds. The amounts credited as
interest under (i) above shall be based on the prime rate as set by Citibank,
N.A., New York, New York, on the last business day of the month preceding the
date on which interest is credited to the Deferred Compensation Account.
Interest shall be credited on the first day of each month on those funds on
deposit in the account during the previous month. The amounts credited as gains
or losses on funds deemed to have been invested in an indexed equity fund under
(ii) above shall be based on the indexed equity fund available as an investment
option under the Martin Marietta Performance Sharing Plan. The amounts credited
as gains on funds deemed to have been invested in a fixed income fund under
(iii) above shall be based on the fixed income fund available as an investment
option under the Martin Marietta Performance Sharing Plan for Salaried
Employees. If annual installments were elected, the amount to be distributed
with respect to each installment shall be the balance of the Participant's
Deferred Compensation Account as of the preceding Valuation Date, including
credited interest and the putative gain or loss on those funds deemed to have
been invested divided by the number of installments which remain to be paid,
until all distributions to which a Participant is entitled under this Plan shall
have been made.
SECTION 6. VALUATION DATE
As of each Valuation Date the Deferred Compensation Account of each
Participant shall be valued by the Committee. The value thereof shall be
communicated in writing to each Participant within thirty (30) days after such
Valuation Date.
SECTION 7. DEATH OF PARTICIPANT
Upon the death of a Participant, all amounts, if any, then remaining
undistributed, or which shall thereafter become distributable, from his Deferred
Compensation Account pursuant to this Plan shall be distributed to such
beneficiary as the Participant shall have designated in
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writing to the Corporation, or, in the absence of such designation, to his
personal representative. The distribution of funds, including accumulations
thereon, shall be made at the time specified in Section 5(a) hereof and in one
or more installments in accordance with the election previously made by the
Participant (subject to modification by the Committee in the event of severe
financial hardship as also provided in Section 5(a) above).
SECTION 8. PARTICIPANT'S RIGHTS UNSECURED; NO DUTY TO INVEST
The right of a Participant to receive any distribution hereunder shall be
an unsecured claim against the general assets of the Corporation. Assets, if
any, which may be set aside by the Corporation for accounting purposes shall not
in any way be held in trust for or be subject to any prior claim by a Director,
his beneficiary, or personal representative. Neither the Corporation nor the
Committee shall have any duty whatsoever to invest any amounts credited to any
Deferred Compensation Accounts established under the Plan.
SECTION 9. ADMINISTRATION OF THE PLAN - COMMITTEE
The Plan shall be administered by a Committee of three, consisting of the
persons who from time to time shall be (1) the Chief Financial Officer of the
Corporation; (2) the Secretary of the Corporation; and (3) the Treasurer of the
Corporation. The Committee shall act by vote or by written consent of a
majority of its members. The Plan may be amended, modified, or terminated by
the Board except that no such action shall (without the consent of the
Participant, or, if appropriate, his beneficiary, distributee or personal
representative) alter the rights of a Participant with respect to compensation
earned and deferred or any accumulation thereon pursuant to this Plan prior to
the date of such amendment, modification or termination.
SECTION 10. ALIENATION
(a) Subject to the provisions of paragraph (b) of this Section 10, no
amount, the payment of which has been deferred under this Plan, shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, levy or charge, and any attempt so to alienate, sell, transfer,
assign, pledge, encumber, levy or charge the same shall be void; nor shall any
such amount be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such benefit.
(b) The restraints in paragraph (a) of this Section 10 shall not apply to a
Participant's personal representative.
SECTION 11. WITHHOLDING
There shall be deducted from all payments under this Plan the amount of any
taxes required to be withheld by any Federal, state, or local government. The
Participants and their beneficiaries, distributees, and personal representatives
will bear any and all Federal, foreign,
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state, local or other income or other taxes imposed on amounts paid under this
Plan.
SECTION 12. CONSENT
By electing to become a Participant each Director shall be deemed
conclusively to have accepted and consented to all the terms of this Plan and
all actions or decisions made by the Corporation, the Board, or the Committee
with regard to the Plan. Such terms and consent shall also apply to and be
binding upon the beneficiaries, distributees, and personal representatives and
other successors in interest in each Participant.
SECTION 13. SEVERABILITY
In the event any provision of this Plan would serve to invalidate the Plan,
that provision shall be deemed to be null and void, and the Plan shall be
construed as if it did not contain the particular provision that would make it
invalid.
SECTION 14. CHANGE OF CONTROL
In the event of a "Change of Control" a Plan Participant (or beneficiary or
personal representative) shall be entitled to receive a lump sum payment of the
balance of the Participant's Deferred Compensation Account as of the date of the
Change of Control. This Section and Section 2(m) may not be amended after the
occurrence of a Change of Control.