Exhibit 10.4
LOCKHEED MARTIN
CORPORATION
DIRECTORS DEFERRED COMPENSATION
PLAN
TABLE OF CONTENTS
ARTICLE I
PURPOSE
ARTICLE II
DEFINITIONS
ARTICLE III
PARTICIPATION
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3.1
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Timing of
Deferral Elections
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4
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3.2
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Terms of
Deferral Elections
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4
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ARTICLE IV
CREDITING OF ACCOUNTS
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4.1
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Crediting of
Director’s Fees
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4
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4.2
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Crediting of
Investment Earnings
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4
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4.3
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Account Balance
as Measure of Deferred Compensation
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5
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ARTICLE V
PAYMENT OF DEFERRED
COMPENSATION
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5.1
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Manner of
Distribution
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5
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5.2
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Commencement of
Payments
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6
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5.3
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Death
Benefits
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6
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5.4
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Emergency
Withdrawals
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6
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5.5
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Status of
Certain Directors
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6
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5.6
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Corporation’s Right to Withhold
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6
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5.7
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Section 16
Limitations on Distributions
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6
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ARTICLE VI
SPECIAL RULES FOR LUMP SUM
RETIREMENT BENEFIT
AND LUMP SUM DEATH
BENEFIT
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6.1
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Deferral of
Lump Sum Benefits
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7
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6.2
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Payment of Lump
Sum Benefits
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7
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ARTICLE VII
ADMINISTRATION, AMENDMENT AND
TERMINATION
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7.1
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Administration
by Committee
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7
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7.2
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Amendment and
Termination
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7
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-1-
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ARTICLE VIII
MISCELLANEOUS
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8.1
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Limitation on
Directors’ Rights
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7
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8.2
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Beneficiaries
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7
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8.3
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Rights Not
Assignable; Obligations Binding Upon Successors
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8
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8.4
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Governing Law;
Severability
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8
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8.5
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Annual
Statements
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8
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8.6
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Headings Not
Part of Plan
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8
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8.7
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Consent to Plan
Terms
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8
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8.8
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Effective
Date
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8
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8.9
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Plan
Construction
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9
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-2-
LOCKHEED MARTIN
CORPORATION
DIRECTORS DEFERRED COMPENSATION
PLAN
March 15, 1995
As Amended December 7,
1995
As Amended April 24,
1996
As Amended February 27,
1997
As Amended December 3,
1998
As Amended February 24,
1999
As Amended October 24,
2002
As Amended October 24 ,
2003
ARTICLE I
PURPOSE
The purpose of this Plan is to give
each non-employee Director of Lockheed Martin Corporation the
opportunity to be compensated for his or her service as a Director
on a deferred basis. The Plan is also intended to establish a
method of paying Director’s compensation which will 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. In addition, by providing Directors
with the option of accruing earnings based on the performance of
Lockheed Martin Common Stock, the Plan is intended to more closely
align the economic interests of Directors with the interests of
stockholders generally.
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:
Account means the bookkeeping account maintained by the
Corporation on behalf of a participating Director which is credited
with the Director’s Deferred Compensation, including
investment earnings credited under Section 4.2.
Beneficiary
shall have the meaning specified in
Section 8.2(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 7.1 hereof.
Corporation
means Lockheed Martin Corporation, a
Maryland corporation and its successors.
Deferred Compensation
means Director’s Fees deferred
pursuant to this Plan and investment earnings credited thereto
under Section 4.2. Deferred Compensation also includes the Lump Sum
Retirement Benefit deferred pursuant to this Plan and investment
earnings credited thereto under Section 4.2.
Election Form
means the form by which a Director
elects to participate in this Plan.
Director means, except as provided in Section 5.5, a
member of the Board of Directors of the Corporation who is eligible
to receive compensation in the form of Director’s Fees and
who is not an officer or employee of the Corporation or any of its
subsidiaries.
-3-
Director’s Fees
means the cash fees payable to a
Director for services as a Director and for services on any
Committee of the Board, including the amount of any retainer paid
to a non-employee for services as Chairman of the Board.
Effective Date
means the effective date referred to
in Section 8.8.
Lump Sum Death Benefit
means the actuarial value of the
$100,000 death benefit provided to Directors prior to May 1,
1999.
Lump Sum Retirement
Benefit means the value
of the benefit earned under the Lockheed Martin Corporation
Directors Retirement Plan as determined upon termination of that
plan effective May 1, 1999.
Plan means the Lockheed Martin Corporation Directors
Deferred Compensation Plan.
ARTICLE III
PARTICIPATION
3.1 Timing of Deferral
Elections . In order to defer Director’s fees earned in
any calendar year, a Director must make a deferral election by
executing and filing an Election Form before the commencement of
that calendar year. In the case of a new Director, an election to
defer Director’s fees must be filed within 30 days after the
commencement of the Director’s term of office and shall apply
only to fees for services after the date of such election. The
deferral election shall specify the manner in which earnings (or
losses) on the deferred amount shall accrue in accordance with
Section 4.2 below. To the extent that a Director elects that any
portion of a deferred amount shall accrue earnings based on the
Lockheed Martin Common Stock Investment Option, such an election
shall be given effect only if (i) the election is irrevocably made
at least six (6) months prior to the effective date of the
allocation or (ii) the crediting of the deferred amount to the
Lockheed Martin Common Stock Investment Option has been approved by
the Board of Directors (or a committee thereof that is comprised of
persons specified in Section 7.1). To the extent that a Director
makes an election to have Deferred Compensation credited to the
Lockheed Martin Common Stock Investment Option which is not in
compliance with (i) or (ii) above, the amount elected to be
deferred into the Lockheed Martin Common Stock Investment Option
shall initially be allocated to the Interest Option until such time
as the allocation to the Lockheed Martin Common Stock Investment
Option would be in compliance with (i) or (ii) above, at which time
the deferred amount shall automatically be reallocated.
3.2 Terms of Deferral
Elections . A Director’s deferral election for a calendar
year shall specify the percentage (which may equal 100%) of the
Director’s Fees to be earned by the Director for that year
which are to be deferred under this Plan and with respect to fees
deferred pursuant to that election the interest crediting method
selected by the Director in accordance with Article IV and the
manner of distribution in accordance with Section 5.1(b). A
Director’s deferral election shall remain in effect for each
subsequent calendar year, unless the Director duly files a revised
Election Form or written revocation of the election before the
beginning of the subsequent calendar year. A Director’s
deferral election shall be irrevocable during any calendar year in
which it is in effect. If a Director files a change of election in
accordance with Section 5.1(d), the manner of distribution elected
under that Section will remain in effect for deferrals in any
subsequent year unless the Director duly files a revised Election
Form.
ARTICLE IV
CREDITING OF
ACCOUNTS
4.1 Crediting of Director’s
Fees . Director’s Fees that a Director has elected to
defer shall be credited to the Director’s Account as of the
first day of the month in which the Director’s Fees would
have been payable to the Director if no deferral election had been
made under this Plan. The elected deferral percentage shall apply
to all Director’s Fees earned by the Director during a
calendar year.
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4.2 Crediting of Investment
Earnings . Subject to the provisions of Section 3.1 above, as
of the last day of each month, a Director’s Account shall be
credited to reflect investment earnings (or loss) for the month,
based on the Director’s investment selections under this
Section 4.2. A Director may elect to have his or her Account
credited with investment earnings (or losses) for each month as if
the Director’s Account balance had been invested in the
following:
(a) Interest Option. Interest
at a rate equal to one twelfth (1/12) of the annual prime rate as
set by Citibank, N.A., New York, New York, on the last day of the
preceding month.,
(b) S&P 500 Option. A
return (or loss) equal to that of the published index for the
Standard & Poors 500 (with dividends) for the month will
accrue.
(c) Lockheed Martin Common Stock
Investment Option. Earnings (or losses) shall be credited as if
such amount had been invested in Lockheed Martin Common Stock at
the published closing price of the Corporation’s Common Stock
on the New York Stock Exchange on the last trading day preceding
the day as to which such amount is deferred (or reallocated) into
the Lockheed Martin Common Stock Investment Option; this portion of
a Director’s Account shall reflect any subsequent
appreciation or depreciation in the market value of Lockheed Martin
Common Stock based on the published closing price of the stock on
the New York Stock Exchange on the last trading day of each month
and shall reflect dividends on the stock as if such dividends were
reinvested in shares of Lockheed Martin Common Stock.
(d) A combination of (a), (b) and
(c).
A Director’s initial investment selections
must be made by the date that the Director’s initial deferral
election takes effect. A Director may change his or her investment
selections with respect to all amounts credited to the
Director’s Account, including amounts deferred in prior
periods, provided that any such change that would result in an
increase or decrease in the portion of the Director’s Account
allocated to the Lockheed Martin Common Stock Investment Option
shall only be effective if it is made pursuant to an irrevocable
written election made at least six months following the date of the
Director’s most recent “opposite way” election
with respect to either the Plan or any other plan maintained by
Lockheed Martin that provides for Discretionary Transactions (as
defined in Rule 16b-3). Subject to the foregoing, a change of
investment selections must be made by filing a revised Election
Form in advance of the month in which the change is to take
effect.
4.3 Account Balance as Measure of
Deferred Compensation . The Deferred Compensation payable to a
Director (or the Director’s Beneficiary) shall be measured
by, and shall in no event exceed, the sum of the amounts credited
to the Director’s Account.
ARTICLE V
PAYMENT OF
DEFERRED