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LOCKHEED MARTIN CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN

Deferred Unit Award Agreement

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LOCKHEED MARTIN CORP

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Title: LOCKHEED MARTIN CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN
Governing Law: Maryland     Date: 3/8/2004
Industry: Aerospace and Defense     Sector: Capital Goods

LOCKHEED MARTIN CORPORATION  DIRECTORS DEFERRED COMPENSATION PLAN, Parties: lockheed martin corp
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Exhibit 10.4

 

 

LOCKHEED MARTIN CORPORATION

 

DIRECTORS DEFERRED COMPENSATION PLAN

 

 


TABLE OF CONTENTS

 

ARTICLE I

PURPOSE

 

ARTICLE II

DEFINITIONS

 

ARTICLE III

PARTICIPATION

 

 

 

 

 

 

3.1

  

Timing of Deferral Elections

  

4

3.2

  

Terms of Deferral Elections

  

4

 

ARTICLE IV
CREDITING OF ACCOUNTS

4.1

  

Crediting of Director’s Fees

  

4

4.2

  

Crediting of Investment Earnings

  

4

4.3

  

Account Balance as Measure of Deferred Compensation

  

5

 

ARTICLE V
PAYMENT OF DEFERRED COMPENSATION

5.1

  

Manner of Distribution

  

5

5.2

  

Commencement of Payments

  

6

5.3

  

Death Benefits

  

6

5.4

  

Emergency Withdrawals

  

6

5.5

  

Status of Certain Directors

  

6

5.6

  

Corporation’s Right to Withhold

  

6

5.7

  

Section 16 Limitations on Distributions

  

6

 

ARTICLE VI
SPECIAL RULES FOR LUMP SUM RETIREMENT BENEFIT
AND LUMP SUM DEATH BENEFIT

6.1

  

Deferral of Lump Sum Benefits

  

7

6.2

  

Payment of Lump Sum Benefits

  

7

 

ARTICLE VII
ADMINISTRATION, AMENDMENT AND TERMINATION

7.1

  

Administration by Committee

  

7

7.2

  

Amendment and Termination

  

7

 

-1-


 

 

 

 

 

ARTICLE VIII
MISCELLANEOUS

8.1

  

Limitation on Directors’ Rights

  

7

8.2

  

Beneficiaries

  

7

8.3

  

Rights Not Assignable; Obligations Binding Upon Successors

  

8

8.4

  

Governing Law; Severability

  

8

8.5

  

Annual Statements

  

8

8.6

  

Headings Not Part of Plan

  

8

8.7

  

Consent to Plan Terms

  

8

8.8

  

Effective Date

  

8

8.9

  

Plan Construction

  

9

 

-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.

 

-4-


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


 
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