EXHIBIT 10(e)
LOCKHEED MARTIN CORPORATION
DIRECTORS RETIREMENT PLAN
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May 25, 1995
ARTICLE I
PURPOSE
The purpose of this Plan is to provide retirement income to persons
who have performed substantial services as non-employee Directors of Lockheed
Martin Corporation and thereby to aid the Corporation in attracting and
retaining as members of the Board persons whose abilities, experience and
judgment can contribute to the success of the Corporation.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have
the meaning specified below, unless the context clearly indicates to the
contrary:
Beneficiary shall have the meaning specified in Section 6.2(b).
Board of Directors or Board means the Board of Directors of the
Corporation.
Committee means the Committee appointed to administer this Plan, as
provided in Section 5.1 hereof.
Corporation means Lockheed Martin Corporation, a Maryland corporation
and its successors.
Director means a member of the Board of Directors of the Corporation
who is eligible to receive compensation in the form of Retainer Fees and who is
not an officer or employee of the Corporation or any of its subsidiaries; where
indicated by the context, the term Director shall include a retired or former
Director.
Effective Date means March 15, 1995.
Plan means the Lockheed Martin Corporation Directors Retirement Plan.
Retainer Fee means the annual fee payable to a Director for service as
a Board member, including the value of the amount annually credited to each
Director under the Lockheed Martin Corporation Directors Deferred Stock Plan,
but not including any fees for services as a member of a committee of the Board.
Retirement Age means the age for mandatory retirement of Directors
from Board membership, as specified in the Corporation's by-laws on the date a
Director retires, resigns, or otherwise ceases to be a member of the Board.
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ARTICLE III
ELIGIBILITY FOR BENEFITS
3.1 Five-year Service Requirement. Except as provided in Section
4.1, a Director shall be eligible to receive benefits under this Plan only if
the Director has served as a member of the Board for five (5) or more years, and
the Director retires, resigns, or otherwise ceases to be a member of the Board
after the Effective Date.
3.2 Credited Service. For purposes of Section 3.1 and Article IV, a
Director's years of service as a Board member shall be deemed to include all
periods in which he or she served as a director of the Corporation, Lockheed
Corporation, or Martin Marietta Corporation, including all periods in which he
or she served as a director while an employee of one or more of those
corporations. A Director shall be credited with a year of service for each
twelve (12) month period of Board service; fractional years of service shall not
be taken into account under this Plan.
ARTICLE IV
BENEFITS
4.1 Retirement at Retirement Age. If a Director retires from the
Board on or after attainment of Retirement Age, the Corporation shall make
annual payments to the Director in the amount of the Retainer Fee for life.
Such payments shall commence in the January following the year in which the
Director retires and shall be made in each successive January ending with the
January payment for the calendar year of the Director's death. Upon the
approval of the Nominating Committee of the Board, a Director who retires from
the Board on or after attainment of Retirement Age, but with less than five (5)
years of service on the Board, may be treated as having satisfied the
eligibility requirement of Section 3.1. Notwithstanding the foregoing, an
initial payment prorated to reflect the number of months remaining in the year
shall be made to the Director as soon as practicable following his retirement.
4.2 Resignation before Retirement Age. If a Director retires,
resigns, or otherwise ceases to be a member of the Board before attaining
Retirement Age, the Corporation shall make annual payments to the Director in
the amount of the Retainer Fee for a number of years equal to the number of full
years the Director had served on the Board. Such payments shall commence in the
January following the year in which the Director ceases to be a member of the
Board and shall be made in each successive January until the payments have been
completed.
4.3 Death Benefits. Upon the death of an active Director, whether or
not such Director has served as a Director for five (5) years, or a retired or
former Director entitled to benefits under Section 4.1 or 4.2, the Corporation
shall make annual payments to the Director's Beneficiary in the amount of the
Retainer Fee for a number of years equal to (i) the number of full years the
Director had served on the Board, less (ii) the number of years, if any, for
which payments were made to the Director under Section 4.1 or 4.2, provided that
the number of annual payments to a Director's Beneficiary shall in no event
exceed twenty (20). Such payments shall commence in the January following the
year of the Director's death and shall be made in each successive January until
the payments have been completed.
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4.4 Retainer Fee used to Determine Benefits. All benefits payable to
or with respect to a Director shall be based upon the amount of the Retainer Fee
in effect on the Date the Director retires, resigns, or otherwise ceases to be a
member of the Board.
4.5 Coordination with Predecessor Plans. The payments to a Director
or Beneficiary under Section 4.1, 4.2, or 4.3 shall be adjusted to reflect
payments made or to be made under the Post-Retirement Income Maintenance Plan
for Directors of Martin Marietta Corporation (the "Martin Marietta Plan") and
the Lockheed Corporation Retirement Plan for Directors (the "Lockheed Plan") in
the following manner:
(a) With respect to any Director who received a lump sum payment under
the Martin Marietta Plan, each annual benefit payment under this Plan
(commencing with the earliest year in which a benefit is otherwise payable)
shall be reduced by an amount equal to the annual retainer fee that was taken
into account in determining the amount of the lump sum payment to the Director
under the Martin Plan; that reduction shall be made for a number of years equal
to the number of years of accrued benefits for which the Director received the
lump sum payment under the Martin Plan; thereafter, any benefits payable to the
Director or the Director's Beneficiary under this Plan shall be unaffected by
this Section 4.5.
(b) With respect to any Director who has accrued the right to receive
benefits under the Lockheed Plan and who has not waived that right in favor of
the benefits payable under this Plan:
(i) the amount of any annual benefit payment that would be made
to the Director or the Director's Beneficiary under this Plan in
January of a year shall be reduced by the sum of the monthly benefit
payments, if any, made to the Director or the Director's surviving
spouse under the Lockheed Plan in the preceding calendar year;
(ii) if a lump sum payment has been made to the Director or the
Director's surviving spouse under the Lockheed Plan, each annual
benefit payment under this Plan (commencing with the earliest year in
which a benefit is otherwise payable) shall be reduced by an amount
equal to the annual retainer fee that was taken into account in
determining the amount of the lump sum payment under the Lockheed
Plan; that reduction shall be made for the number of years equal to
the number of years of accrued benefits for which the lump sum payment
was made under the Lockheed Plan; thereafter, any benefits payable to
the Director or the Director's Beneficiary under this Plan shall be
unaffected by this Section 4.5; and
(iii) if the benefit payments to the Director or the Director's
surviving spouse under the Lockheed Plan will commence later than the
date on which benefit payments would otherwise commence to be made to
the Director or the Director's Beneficiary under this Plan, payments
under this Plan shall commence no earlier than January of the calendar
year following the year in which benefit payments will commence under
the Lockheed Plan, advanced by one year for each full year that the
Director has served on the Board of the Corporation (excluding years
of service as a director of Lockheed Corporation).
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ARTICLE V
ADMINISTRATION, AMENDMENT AND TERMINATION
5.1 Administration by Committee. This Plan shall be administered by
a Committee of three consisting of the (i) Chief Financial Officer of the
Corporation, (ii) Secretary of the Corporation, and (iii) Treasurer of the
Corporation. The Committee shall act by vote or by written consent of a
majority of its members. The Committee's resolution of any question regarding
the interpretation of this Plan shall be subject to review by the Board, and the
Board's determination shall be final and binding on all parties.
5.2 Amendment and Termination. This Plan may be amended, modified,
or terminated by the Board at any time, except that no such action shall
(without the consent of affected Directors or, if appropriate, their
Beneficiaries or personal representatives) adversely affect the rights of
Directors or Beneficiaries with respect to benefit rights accrued under this
Plan prior to the date of such amendment, modification, or termination.
ARTICLE VI
MISCELLANEOUS
6.1 Limitation on Directors' Rights. Participation in this Plan
shall not give any Director the right to continue to serve as a member of the
Board or any rights or interests other than as herein provided. No Director
shall have any right to any payment or benefit hereunder except to the extent
provided in this Plan. This Plan shall create only a contractual obligation on
the part of the Corporation and shall not be construed as creating a trust. The
Plan, in and of itself, has no assets. Directors shall have only the rights of
general unsecured creditors of the Corporation with respect to benefits payable
under this Plan.
6.2 Beneficiaries.
(a) Beneficiary Designation. Subject to applicable laws (including
any applicable community property and probate laws), each Director may designate
in writing the Beneficiary that the Director chooses to receive any payments
that become payable after the Director's death, as provided in Section 4.3. A
Director's Beneficiary designation shall be made on forms provided and in
accordance with procedures established by the Corporation and may be changed by
the Director at any time before the Director's death.
(b) Definition of Beneficiary. A Director's "Beneficiary" or
"Beneficiaries" shall be the person or persons, including a trust or trusts,
validly designated by the Director or, in the absence of a valid designation,
entitled by will or the laws of descent and distribution to receive the amounts
otherwise payable to the Director under this Plan in the event of the Director's
death.
6.3 Rights Not Assignable; Obligations Binding Upon Successors. A
Director's rights under this Plan shall not be assignable or transferable and
any purported transfer, assignment, pledge or other encumbrance or
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attachment of any payments or benefits under this Plan, or any interest thereon,
other than pursuant to Section 6.2, shall not be permitted or recognized.
Obligations of the Corporation under this Plan shall be binding upon successors
of the Corporation.
6.4 Governing Law; Severability. The validity of this Plan or any of
its provisions shall be construed, administered, and governed in all respects
under and by the laws of the State of Maryland. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
6.5 Corporation's Right to Withhold. There shall be deducted from
all payments under this Plan the amount of taxes, if any, required to be
withheld under applicable federal or state tax laws. The Directors and their
Beneficiaries will be liable for payment of any and all income or other taxes
imposed on benefits payable under this Plan.
6.6 Headings Not Part of Plan. Headings and subheadings in this Plan
are inserted for reference only and are not to be considered in the construction
of this Plan.