EXHIBIT 10(iii)(n)
AMENDED AND RESTATED
MARTIN MARIETTA CORPORATION LONG TERM
PERFORMANCE INCENTIVE COMPENSATION PLAN
February 25, 1993
August 27, 1994 (Amended)
1. PURPOSE
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The purpose of the Amended and Restated Long Term Performance Incentive
Compensation Plan ("Plan") is to retain the services of key employees in
positions which contribute materially to the successful operation of the
business of the Corporation by rewarding such employees for their efforts in
increasing the earnings of the Corporation, thereby enhancing the long-term
value of the Corporation to the shareholders. It is intended that this purpose
will be effected through the granting of performance units, as provided herein.
The Plan was originally adopted by the Compensation Committee of the Board of
Directors on November 12, 1990. The Plan was amended and restated by the Board
of Directors, effective July 23, 1992. All Awards granted prior to July 23, 1992
will be governed by the terms of the Plan as adopted on November 12, 1990. All
Awards granted on or after that date shall be governed by this Amended and
Restated Plan.
2. DEFINITIONS
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As used in the Plan the following terms when capitalized, shall have the
meanings set forth below:
"Award" shall mean the granting by the Committee of Units in
accordance with this Plan.
"Base Earnings Share" shall mean, with respect to a particular Redemption
Period for an Award, the value established by the
Committee for use in computing the Redemption Value.
"Board of Directors" means the Board of Directors of Martin Marietta
Corporation.
"Chairman" means the Chairman of the Board of Directors and
Chief Executive Officer.
"Committee" means the Compensation Committee of the Board of
Directors.
"Corporation" means Martin Marietta Corporation and its
Subsidiaries.
"Earnings Per Share" means the Corporation's annual net earnings per share
for the fiscal year
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LONG TERM PERFORMANCE INCENTIVE COMPENSATION PLAN
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immediately preceding a Redemption Period as set
forth on its audited consolidated financial
statements, prepared in accordance with generally
accepted accounting principles, and which have been
audited by the Corporation's independent auditors in
accordance with generally accepted auditing standards
and as will be filed with the Securities and Exchange
Commission on Form 10-K, but as may be adjusted in
accordance with Section 6(c).
"Employee" means officers and other key employees of the
Corporation but excludes directors who are not also
officers or employees of the Corporation.
"Multiplier" means the number which is used to obtain the
Redemption Value for a particular Redemption Period
for an Award. The Committee shall establish a
Multiplier for each Award of Units it makes.
"Participant" means an Employee who is awarded Units under the
Plan.
"Redemption Period" shall mean the time period designated by the
Committee during which Units may be exchanged for the
Redemption Value.
"Redemption Value" of a Unit means, the dollar value resulting from the
product of the Multiplier, and the result of
subtracting the Base Earnings Per Share from the
Earnings Per Share for the applicable Redemption
Period. If the Earnings Per Share is less than or
equal to the Base Earnings Per Share, the Redemption
Value for that Redemption Period will be zero.
"Subsidiary" means a corporation of which Martin Marietta
Corporation owns, directly or indirectly, stock
having at least 50% of the power to vote, under
normal circumstances, in the election of directors.
"Unit" means a non-monetary award under this Plan
representing a promise by the Corporation to pay an
amount in accordance with the terms of this Plan.
3. EFFECTIVE DATE
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The Plan was originally effective on November 12, 1990; as amended and
restated, it is effective on July 23, 1992.
4. ELIGIBLE EMPLOYEES
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Awards of Units may be granted only to exempt salaried employees of the
Corporation.
5. TERMS OF AWARDS OF UNITS
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Awards of Units under this Plan will be made from time to time by the
Committee. Units awarded to Employees on or after July 23, 1992 may be exchanged
by such Employee for the Redemption Value of the Units in accordance with the
terms of this Amended and Restated Plan.
(a) For each Award of Units, the Committee shall determine the following
terms:
(i) whether the Units in the Award are non forfeitable immediately or
the terms or conditions under which all or a portion of any Award shall
become non forfeitable;
(ii) the Redemption Period or Periods applicable to such Award;
(iii) the Base Earnings Per Share(s) and Multiplier(s) applicable to the
Redemption Period(s) for each such Award; and
(iv) such other terms as the Committee deems appropriate.
An Award of Units may have one or multiple Redemption Periods, Base
Earnings Per Share, or Multipliers applicable to it.
(b) An Award of Units shall be evidenced by a certificate that will specify
the number of Units and the terms designated as applicable to that Award by
the Committee in accordance with Section 5(a) above, a form of which shall
be made an Exhibit to this Plan.
(c) The amount exchanged for the Units during a Redemption Period will be
equal to the Redemption Value times the number of Units being exchanged.
The Corporation shall pay the Redemption Value for Units from its general
assets. Payments will be made in a single lump sum cash payment during the
Redemption Period or as soon as practicable thereafter.
(d) A Unit shall not be assignable or transferable by the Participant to
whom granted otherwise than by will or by the laws of descent and
distribution and shall be exercisable during the Participant's lifetime
only by the Participant or in the event of disability by the legal guardian
or authorized representative of such Participant.
6. ADJUSTMENTS
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(a) If there shall be any significant change affecting the outstanding
number of shares of the Corporation's common stock through merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or combination, or otherwise, the Committee may make
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appropriate proportional adjustments to the aggregate number of Units or
such terms described in Section 5(a) as is necessary to be consistent with
the purposes of this Plan.
(b) In the event that there is an unusual nonrecurring event or events that
significantly affects the Corporation's Earnings Per Share in a particular
year, the Committee may in its sole discretion, consistent with the
purposes of the Plan and subject to ratification by the Board of Directors,
make an adjustment to the Earnings Per Share (solely for the purposes of
this Plan) so that the Earnings Per Share for the applicable Redemption
Period is determined without regard to the nonrecurring event or events.
(c) In the event of a proposed dissolution or liquidation of the
Corporation, each Unit awarded under the Plan shall terminate as of a date,
to be fixed by the Committee. At least thirty (30) days' written notice of
the date so fixed shall be given to each Employee awarded Units (or other
person entitled to exercise the Unit). During the period of thirty (30)
days preceding such termination, all outstanding Units shall be exchanged
for the Redemption Value paid for Units in that Award in the immediately
preceding Redemption Period applicable to that Award, or if the date for
exchange would fall within a Redemption Period, the Redemption Value
applicable to that Award in that Redemption Period, or if there has not yet
been a Redemption Period for such Units, the Redemption Value will be $1.00
per Unit. The right to exchange Units shall apply to all Units, including
those which would not otherwise be vested.
(d) In the event of a Change of Control, all Units, including Units which
are not yet vested, shall, within sixty (60) days of the Change of Control,
be exchanged for a Redemption Value based upon using 200% of the Base
Earnings Per Share applicable to each Award as the Earnings Per Share.
For purposes of this paragraph, the term "Change of Control" shall mean the
occurrence of the following transactions under circumstances where the
transaction was not approved by the affirmative vote of two-thirds of the
Continuing Directors (as that term is hereinafter defined):
(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 (the "Exchange
Act") or any
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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.
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(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.
(e) In the event that a transaction occurs that would be a Change of
Control under Section 6(d) but for the fact that the transaction was approved by
the affirmative vote of two-thirds of the Continuing Directors (as that term in
hereinafter defined), each Unit including those not yet vested, shall within
sixty (60) days of the effective date of the transaction, be exchanged for an
amount to be determined by the Committee.
(f) For the purposes of this Section, the term "Continuing Directors"
shall mean a Director who either (a) was a member of the Board of Directors of
the Corporation immediately prior to the Change in Control; or (b) was
designated (before his or her election as director) as a Continuing Director by
a majority of the then Continuing Directors.
7. DEATH, TERMINATION OF EMPLOYMENT, OR RETIREMENT
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(a) If a Participant's employment with the Corporation is terminated,
whether by the Participant or by the Corporation and in the latter case
whether with or without cause, then (i) Units which are not vested on the
effective date of such termination shall expire upon such termination and
(ii) those Units which are vested on the effective date of such termination
shall be exchanged during the earliest Redemption Period applicable to that
Award which is coincident with or following the date of termination.
(b) If a Participant retires from the Corporation prior to reaching age 65
but on or after reaching age 55, then (i) Units which are not vested on the
effective date of such retirement shall expire upon such retirement and
(ii) those Units which are vested on the effective date of such retirement
shall be exchanged during the earliest Redemption Period applicable to that
Award which is coincident with or following the date of retirement;
provided, however, that, in the sole discretion of the Chief Executive
Officer, Units which are not otherwise vested may become vested. In such
event, all outstanding Units shall be exchanged during the earliest
Redemption Period applicable to that Award which is coincident with or
following the date of retirement.
(c) If a Participant retires from the Corporation on or after reaching age
65 or ceases active
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employment with the Corporation as the result of a disability under
circumstances entitling the Participant to the commencement of benefits
under a long-term disability plan maintained by the Corporation, then (i)
all outstanding Units shall become vested and (ii) all outstanding Units
shall be exchanged during the earliest Redemption Period applicable to that
Award which is coincident with or following, the date of disability or
retirement.
(d) If a Participant dies while employed by the Corporation, then (i) all
outstanding Units shall become vested and (ii) all outstanding Units shall
be redeemed during the earliest Redemption Period applicable to that Award
which is coincident with or following the date of death. The Redemption
Value shall be paid to the Participant's estate.
(e) Nothing contained in the Plan or in any Unit granted hereunder shall
confer upon any Employee any right of continued employment by the
Corporation nor limit in any way the right of the Corporation to terminate
the Employee's employment at any time.
8. LEAVE OF ABSENCE
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For the purpose of the Plan, an Employee on leave of absence will be
considered as still in the employ of the Corporation unless otherwise provided
in an agreement between the Employee and the Corporation.
9. ADMINISTRATION
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(a) The Committee
(i) Except where discretion is specifically delegated to the Chief
Executive Officer in Section 7(b), the Plan shall be administered by
the Compensation Committee of the Board of Directors. Notwithstanding
the foregoing, if the rights of the Chief Executive Officer under
Section 7(b) to Units under this Plan are at issue, the Committee, and
not the Chief Executive Officer, shall have the discretion to make any
determination with respect to the rights of the Chief Executive
Officer.
(ii) 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.
(iii) The Committee shall determine the Employees who will participate
in the Plan, the number of Units subject to each Award, and shall have
the authority to adopt rules and regulations for administering the
Plan.
(iv) Whenever the Committee makes an Award of Units, the Committee
shall determine the terms of such Award as set forth in Section 5(a).
(v) As and to the extent authorized by the Board of Directors or the
By-Laws, the
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Committee may exercise the powers and authority related to the Plan
which are vested in the Board of Directors. The Committee may delegate
to the officers or employees of the Corporation the authority to
execute and deliver documents and to take such other steps deemed
necessary or convenient for the efficient administration of the Plan.
(vi) As soon as practicable after the Corporation announces its
Earnings Per Share, the Committee will determine whether any
adjustments are necessary pursuant to Section 6(a).
(b) Finality of Determinations
The Board of Directors shall have the power to interpret the Plan. All
interpretations, determinations, and actions by the Board of Directors, by
the Chief Executive Officer or by the Committee, to the extent authorized
by the Plan, the Board of Directors or the By-Laws shall be final,
conclusive, and binding upon all parties.
10. AMENDMENT
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The Board of Directors shall have the power, in its discretion, to amend or
modify the Plan, except that no amendment or other action shall, except with the
consent of the Participant, adversely affect any Award previously granted.
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