EXHIBIT 10(iii)(b)
POST-RETIREMENT INCOME MAINTENANCE PLAN
FOR DIRECTORS
October 22, 1981
(Amended December 15, 1983)
(Amended December 5, 1985)
(Amended January 1, 1986)
(Amended June 24, 1988)
(Amended January 26, 1989)
(Amended June 25, 1993)
(Amended June 24, 1994)
(Amended October 1, 1994)
(Amended Effective January 1, 1995)
1. RESOLVED, That the unfunded Post-Retirement Income Maintenance Plan ("the
Plan") established by the Board of Directors at its meeting held on October
22, 1981, as amended December 15, 1983, December 5, 1985, January 1, 1986,
June 24, 1988, January 26, 1989, June 25, 1993, June 24, 1994, October 1,
1994, be and it hereby is amended effective January 1, 1995, pursuant to
which any member of the Board of Directors who retires on or after December
15, 1983, is eligible.
2. RESOLVED FURTHER, That pursuant to the amended Plan, a director, who at
the time of retirement from the Board shall have served five continuous
years and have attained mandatory retirement age as defined in the
Corporation's By-Laws, Section 2.03, receives for life an annual fee equal
to the annual Board retainer in effect at the time of retirement, such fee
to be paid in annual installments commencing the first October 30th
following the Participants retirement and shall continue to be made October
30th of each succeeding year until full payment under the terms of this
Plan has been paid.
3. RESOLVED FURTHER, That a director, who at the time of retirement from the
Board has attained mandatory retirement age as defined in the Corporation's
By-Laws, Section 2.03, but has not served five continuous years, upon
approval by the Nominating Committee, shall receive for life an annual fee
equal to the annual Board retainer in effect at the time of retirement,
such fee to be paid in annual installments commencing the first October
30th following the Participants retirement and shall continue to be made
October 30th of each succeeding year until full payment under the terms of
this Plan has been paid.
4. RESOLVED FURTHER, That a director who retires early after completing at
least five continuous years of service is entitled to receive an annual fee
equal to the annual Board retainer in effect at the time of retirement.
Such retainer shall be paid in equal annual installments for a period equal
to the number of full years the retired director served on the Board.
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5. RESOLVED FURTHER, That retired directors who have been employees or
officers of the Corporation are eligible to participate in the Plan.
6. RESOLVED FURTHER, That a retired director who participates in the Plan or
a director who dies while serving on the Board and would otherwise be
eligible to receive benefits had he retired immediately prior to death
shall be a "Plan Participant".
7. RESOLVED FURTHER, That nothing in the Plan, nor any action or
acquiescence in the administration of the Plan, shall be considered to
create any benefit, cause of action, right of sale, transfer, assignment,
pledge, encumbrance, or other such right in any heirs or assigns of a Plan
Participant or the estate of a Plan Participant, except that in the event
of death of any Plan Participant prior to receiving payments equal to the
number of full years of active service on the Board, the surviving lawful
spouse, if any, will be entitled to the remainder of the Plan benefit
payments for such service period or ten years, whichever comes first. In no
event will the spouse be required to forfeit benefits by reason of that
portion of annual payments made in advance which would have covered a
period of time after the Participant's death.
8. RESOLVED FURTHER, That any former director who retired prior to June 24,
1988, and such director or his spouse is currently receiving retirement
benefits, shall continue to receive such benefits under the Plan in effect
at the time of the director's retirement, unless such director or his
spouse shall make an irrevocable election to consent to participation in
the Plan, as amended.
9. RESOLVED FURTHER, That any director who had attained mandatory retirement
age on December 1, 1992 as defined in the Corporation's By-Laws, Section
2.03, and whose continuing service on the Board was authorized pursuant to
a Board resolution adopted on December 3, 1992, shall qualify to receive
benefits under the Plan based on the mandatory retirement age in effect
pursuant to the Corporation's By-Laws, Section 2.03, on December 1, 1992.
10. RESOLVED FURTHER, In the event of a "Change in Control" a Plan
Participant shall be entitled to receive a lump sum payment equal to the
present value of his vested plan benefits, determined as if he had retired
from the Board on the date of the Change in Control using the lowest
applicable discount rate permitted by the Internal Revenue Code.
Notwithstanding the foregoing, in the event of a Change in Control
occurring as a result of the transactions contemplated by the Agreement and
Plan of Reorganization among Parent Corporation, Martin Marietta
Corporation and Lockheed Corporation dated as August 29, 1994, a Plan
Participant, who at the time of the Change in Control has attained age 62,
has completed at least five continuous years of service, and who does not
continue as a Director of Lockheed Martin Corporation immediately following
the transaction, shall be entitled to receive a lump sum payment,
determined as though he
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had attained mandatory retirement age at the time of the Change in Control,
if such payment would exceed the payment determined under the immediately
preceding sentence provided however that for this purpose, (i) for any
Board member on the date of the change in control, all periods of service
as a Board member shall be aggregated and treated as continuous service;
(ii) a Plan Participant's years of service shall be rounded to the next
highest number if not whole years, whether continuous or not, and (iii) any
director not continuing as a director of Lockheed Martin Corporation, in
addition to the foregoing, shall be paid such committee and board fees that
would have been paid had such director continued to serve on the Board of
Directors and its committees for the remainder of the term of years
approved by the stockholders of the Corporation. A "Change in 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. The Plan
provisions effectuating this resolution may not be amended after the
occurrence of a Change in Control.
11. RESOLVED FURTHER, That in the event of the death of any active outside
director whether or not such director has served as a director for five
years, his spouse or beneficiary shall be entitled to receive a lump sum
payment equal to the amount such director would have received in Board and
Committee retainer fees had he continued to serve as a director for the
entire period that he could have served as a director under the
Corporation's By-Laws; and received the same dollar amount of compensation
being paid immediately prior to death, provided however that no more than
ten years of such imputed additional service shall be taken into account,
such benefit shall not be included in the actuarial computation which would
be required in the event of a Change of
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Control.
12. RESOLVED FURTHER, That the proper officers of this Corporation be and
they hereby are authorized to prepare the Post-Retirement Income
Maintenance Plan document to effectuate the intent of the foregoing
resolutions including any further amendments and to execute such further
documents and do all such other acts and things and to take all such steps
as they shall deem necessary or advisable or proper in order to fully carry
out the intent of the foregoing resolutions.