Exhibit 10(vv)
SUPPLEMENTAL SAVINGS PLAN
OF
LOCKHEED CORPORATION
(As Amended and Restated December 6, 1995)
ARTICLE I
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PURPOSE OF THE PLAN
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This Plan is established to supplement the benefits of certain
employees under the Lockheed Salaried Employees Savings Plan Plus ("Savings
Plan") whose benefits are reduced by (1) the limitation on Annual Additions
under Code Section 415 and (2) the compensation limit under Code Section
401(a)(17). It is intended that this Plan shall be an Excess Benefit Plan as
defined in Section 3 (36) of the Employee Retirement Income Security Act of
1974.
The terms and definitions used in the Savings Plan are incorporated by
reference in this Plan unless superseded by this Plan's terms.
ARTICLE II
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DEFINITIONS
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1. PLAN -- Supplemental Savings Plan of Lockheed Corporation
2. ANNUAL ADDITION -- The term defined in Section 5.02(c)(1) of the
Savings Plan.
3. BOARD OF DIRECTORS -- The Board of Directors of Lockheed
Corporation.
4. CODE -- The Internal Revenue Code of 1986, as amended from time
to time.
5. COMMITTEE -- The Management Development and Compensation
Committee of the Board of Directors appointed by the Board of Directors.
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6. CORPORATION -- Lockheed Corporation and its Subsidiaries.
7. PARTICIPANT -- Any employee who meets the Article III
eligibility requirements.
8. SAVINGS PLAN -- The Lockheed Salaried Employees Savings Plan Plus.
9. EXCESS SAVINGS AMOUNT -- The amount a Participant specifies to be
credited to the Participant's Account in lieu of paying such amount to the
Participant in cash, in accordance with the Participant's election to defer
such payment.
ARTICLE III
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ELIGIBILITY FOR PARTICIPATION
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Employees of the Corporation who are Participants in the Savings Plan
and (1) whose benefits in that Plan are affected by (a) the Annual Additions
limitation of Code Section 415 or (b) the Code Section 401(a) (17) compensation
limit, or (2) who, prior to August 29, 1994, entered into a Termination Benefits
Agreement with Lockheed Corporation, may participate in the Plan. No member of
the Committee shall be eligible to participate in the Plan.
ARTICLE IV
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PLAN BENEFITS
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Each Participant shall be entitled to receive a benefit under this
Plan which is the difference between the Participant's benefit under the Savings
Plan and the approximate benefits that would have been payable under that Plan
except for (1) the limitations on Annual Additions to a Participant's Account
under Code Section 415, as provided in Section 5.02 of the Savings Plan, and/or
(2) the Elective Deferral limitation of Code Section 402(g), and/or the
compensation limit under Code Section
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401(a)(17). In addition, if a Participant becomes entitled to the benefits
described in Section 6(c) of his or her Termination Benefits Agreement on
account of the merger of Lockheed Corporation contemplated by the Agreement and
Plan of Reorganization, dated as of August 29, 1994, by and among Lockheed
Martin Corporation, Martin Marietta Corporation, and Lockheed Corporation, and
such benefits have not otherwise been paid to the Participant prior to
commencement of benefits under this Plan, such benefits shall be paid at the
same time and in the same manner as the other benefits payable under this Plan.
ARTICLE V
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EXCESS SAVINGS AMOUNT
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1. An eligible employee may become a Participant by Filing With the
Committee documents specifying the Excess Savings Amount to be deducted from his
wages and credited to his Participant's Account. The Excess Savings Amount
deducted and credited shall be equal to the difference between the percentage
requested by the Participant on the election form in accordance with Section 3
of the Savings Plan and
(a) the Participant's actual Elective Deferral Percentage under the
Savings Plan as limited by the Annual Additions limit, or
(b) the Participant's actual Elective Deferral Percentage under the
Savings Plan as limited by the Code Section 402(g) Elective Deferral
limit, or
(c) the Code Section 401(a)(17) compensation limit.
2. Such amount shall be effective coincident with the effective date of
the Participant's Elective Deferral under the Savings Plan, and shall be
irrevocable for that Plan Year.
ARTICLE VI
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PARTICIPANT'S ACCOUNT
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A separate Participant's Account shall be maintained for each
Participant which shall show in dollars (1) the Excess Savings Amount specified
by the Participant and (2) the
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corresponding Corporation Matching Contributions, and in terms of Units, (3) the
portion of the Participant's Account in the Bond Fund, the Securities Fund,
and/or the short term investment fund ("STIF Fund") (the "Funds"). The Units
shall be valued in accordance with the procedures followed in the Savings Plan.
ARTICLE VII
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CORPORATION MATCHING CONTRIBUTION
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When the Participant's Excess Savings Amounts are credited to his
Participant's Account, the Corporation will contribute for credit to the account
an amount equal to sixty percent (60%) of such Excess Savings Amounts. The
Corporation Matching Contribution, when added to the Corporation Matching
Contribution made under the Savings Plan, shall not exceed four and eight tenths
percent (4.8%) of the Participant's Weekly Rate of Compensation.
ARTICLE VIII
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ALLOCATION SPECIFICATIONS
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1. Upon becoming a Participant, the Participant shall elect to have the
value of the amount equal to the sum of (1) the Participant's Excess Savings
Amount and (2) the Corporation Matching Contributions credited to his
Participant's Account allocated to the Funds by Filing With The Committee. The
election shall specify the percent of the total allocation in twenty five
percent (25%) increments following the procedures established under the Savings
Plan. A Participant may change the investment specifications and have the value
of all Units credited to his Participant's Account reallocated in accordance
with the procedures established under the Savings Plan.
ARTICLE IX
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PAYMENT OF BENEFITS
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1. A Participant shall receive a cash payment in an amount equal to
the dollar value of the Units in his Participant's Account coincident with or
immediately following the date of Termination of Employment for any of the
reasons set forth in Section 8.01 of the Savings Plan. Upon termination of
employment for any other reason, a Participant shall receive a cash payment in
an amount equal to the sum of the following:
(a) Amount of Payment
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(1) The dollar value of the Units in his Participant's Account
credited to the Weekly Excess Savings Amounts; and
(2) The vested portion of the dollar value of the Units in his
Participant's Account which were credited to Corporation Matching Contributions.
The vested portion of Corporation Matching Contributions shall be determined in
accordance with the following:
Years of Service Vested Percent
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Less than 2 years 0%
2 years 25%
3 years 50%
4 years 75%
5 years or more 100%
(3) When a Participant Terminates Employment for reasons other than
those set forth in Section 8.01 of the Savings Plan, the Participant shall
forfeit all Units credited to the Participant's Account to which he is not
entitled as a benefit under the provisions of this Article IX, and the
Participant shall have no further rights in those Units.
(b) Payment Options
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(1) When an eligible employee becomes a Participant, he shall File
with the Committee an election for the method of payment of benefits, as
provided in paragraph (b)(2) of this Article IX. The election shall be
irrevocable, and is applicable to the entire amount of the Participant's
Account. However, a Participant may petition the Committee at any time prior to
one year before his retirement to request a change in the method of payment
described in paragraph (b)(2) of this Article IX, which the Committee, at its
sole discretion, may grant.
(2) A Participant may elect, in lieu of a cash payment, that the total
number of Units in his Account be paid to
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him in five (5), ten (10), fifteen (15), or twenty (20) equal annual
installments beginning on the last day of the month following the month in which
the Participant's employment has been terminated. The dollar amount of each
payment shall be equal to the dollar value of the Units to be paid in the
installment, determined on the Valuation Date immediately preceding the date
payment is due. When a Participant dies before payments begin, the Participant's
method of payment election shall cease and his beneficiary shall receive a lump
sum payment. When a Participant dies on or after payments begin but before
payment of the entire amount due him, the dollar value of the remaining balance
of the Units in the Participant's Account shall be paid in a lump sum to the
Participant's beneficiary. The dollar value of the lump sum payment shall be
determined on the Valuation Date immediately following the Participant's date of
death. Election of the method of payment must be made in writing by Filing With
the Committee when the Participant begins participation in the Plan. The
election shall be irrevocable, as provided in Article V.
(c) Notwithstanding anything in paragraph (a) or (b) of this Article IX (1)
to the contrary, if immediately prior to retirement, the Participant was either
(i) the Chairman and Chief Executive Officer of Lockheed Martin Corporation and
immediately following his retirement as an employee, was the Chairman of the
Board of Lockheed Martin Corporation; or (ii) the Executive Vice President of
Lockheed Martin Corporation and immediately following his retirement as an
employee, was a member of the Board of Directors of Lockheed Martin Corporation,
the payment will be made to that Participant on January 1, 1998 or as soon as
practicable thereafter.
(d) Immediate Payout Upon Change in Control
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(1) Notwithstanding any other provision of the Plan, all amounts
accumulated and unpaid in each Participant's Account, as determined in paragraph
(a) of this Article IX, shall be paid in a single lump sum within fifteen (15)
calendar days following a Change in Control. Paragraph (b) of this Article IX
regarding Payment Options shall not apply to payments under this paragraph (c)
and any elections made thereunder shall be void.
(2) For purposes of this Plan, a Change in Control of shall be deemed
to have occurred if (i) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of Lockheed Martin Corporation ("Lockheed Martin") or any of its
subsidiaries, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or
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indirectly, of securities of Lockheed Martin representing thirty percent (30%)
or more of the combined voting power of Lockheed Martin's then outstanding
securities; or (ii) during any period of two (2) consecutive years (not
including any period prior to the adoption of this paragraph (c)), individuals
who at the beginning of such period constitute the Board of Directors of
Lockheed Martin, and any new director (other than a director designated by a
person who has entered into an agreement with Lockheed Martin to effect a
transaction described in clause (i) or (iii) of this paragraph) whose election
by the Board of Directors of Lockheed Martin or nomination for election by
Lockheed Martin's shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof; or (iii) the shareholders of Lockheed Martin approve a merger or
consolidation of Lockheed Martin with any other corporation, other than a merger
or consolidation which would result in the voting securities of Lockheed Martin
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least eighty percent (80%) of the combined voting power of
the voting securities of Lockheed Martin or such surviving entity outstanding
immediately after such merger or consolidation or (iv) the shareholders of
Lockheed Martin approve a plan of complete liquidation of Lockheed Martin or an
agreement for the sale or disposition by Lockheed Martin of all or substantially
all of Lockheed Martin's assets.
(3) A Change in Control shall not, however, include any transaction
which has been approved by individuals who at the beginning of any period of at
least two (2) consecutive years (not including any period prior to the adoption
of this paragraph (c)) constitute the Board of Directors of Lockheed Martin,
and any new director (other than a director designated by a person who has
entered into an agreement with Lockheed Martin to effect a transaction described
in clause (i) or (iii)) whose election by the Board of Directors of Lockheed
Martin or nomination for election by Lockheed Martin's shareholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved.
(4) This paragraph (c) shall apply only to a Change in Control of
Lockheed Martin and shall not cause immediate payout of any Participant's
Account in any transaction involving Lockheed Martin's sale, liquidation,
merger, or other disposition of any subsidiary.
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(5) The Board of Directors may cancel or modify this paragraph (c) at
any time prior to a Change in Control. In the event of a Change in Control,
this paragraph (c) shall remain in force and effect, and shall not be subject to
cancellation or modification for a period of five (5) years, and any other
provision defining a capitalized term used in this paragraph (c) shall not, for
purposes of this paragraph (c), be subject to cancellation or modification
during the five year period.
ARTICLE X
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TRUST
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Although the Plan is an unfunded plan, the Corporation has established
a trust (the "Trust") pursuant to a trust agreement dated December 22, 1994 by
and between the Corporation and J. P. Morgan California to hold assets, subject
to the claims of the Corporation's creditors in the event of its insolvency, to
pay benefits under this Plan. The Corporation shall no later than nine months
following the close of its fiscal year make contributions to the Trust in an
amount sufficient, when added to the then principal of the Trust and after
consideration of benefits to be paid pursuant to other plans covered by the
Trust, to equal the present value of benefits which have accrued under the Plan
during the preceding fiscal year.
ARTICLE XI
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ADMINISTRATION
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The Plan shall be administered by the Committee or in cases where
amendments are necessary to implement changes not affecting the overall
functioning of the Plan; and such changes will not, in the judgment of the
Lockheed Corporate Salary Board, substantially alter the nature or expense of
the affected plan, then the power to amend shall also be designated to the
Corporate Salary Board under guidance from counsel. The Committee shall have
the right to construe the Plan, to interpret any provision thereof, to make
rules and regulations relating to the Plan, and to determine any factual
question arising in connection with the Plan's operation after such
investigation or hearing as the Committee may deem appropriate. Any decision
made by the Committee under the provisions of this Article shall be conclusive
and binding on all parties concerned.
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ARTICLE XII
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AMENDMENT OR TERMINATION OF THE PLAN
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The Board of Directors and/or the Corporate Salary Board shall have
the right to amend or terminate the Plan at any time. When Plan is amended or
terminated, a Participant's plan benefits shall not be less than the Plan
benefits to which the Participant would have been entitled if the Participant
had retired immediately prior to the amendment or termination.
ARTICLE XIII
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EMPLOYMENT RIGHTS
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Nothing in the Plan shall be deemed to give any person any right to
remain an employee of the Corporation or affect any right of the Corporation to
terminate a person's employment.
ARTICLE XIV
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EFFECTIVE DATE
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The effective date of the Plan is January 1, 1984.
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