Exhibit 10.15
LOCKHEED MARTIN
CORPORATION
2006 MANAGEMENT INCENTIVE
COMPENSATION PLAN
(Performance-Based)
As Amended January 22,
2009
ARTICLE I
PURPOSE OF THE
PLAN
This Plan is established to provide
a further incentive to selected Employees to promote the success of
Lockheed Martin Corporation by providing an opportunity to receive
additional compensation for performance measured against individual
and business unit goals. The Plan is intended to achieve the
following:
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1.
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Improve cost
effectiveness.
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2.
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Stimulate
employees to work individually and as teams to meet objectives and
goals consistent with enhancing shareholder values.
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3.
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Facilitate the
Company’s ability to retain qualified employees and to
attract top executive talent.
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4.
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Establish
performance goals within the meaning of Section 162(m) of the
Internal Revenue Code.
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ARTICLE II
STANDARD OF CONDUCT AND
PERFORMANCE EXPECTATION
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1.
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It is expected
that the business and individual goals and objectives established
for this Plan will be accomplished in accordance with the
Company’s policy on ethical conduct in business with the U.S.
Government and all other customers. It is a prerequisite before any
award can be considered that a Participant will have acted in
accordance with the Lockheed Martin Corporation Code of Ethics and
Business Conduct and fostered an atmosphere to encourage all
employees acting under the Participants’ supervision to
perform their duties in accordance with the highest ethical
standards. Ethical behavior is imperative. Thus, in achieving
one’s goals, the Participant’s individual commitment
and adherence to the Company’s ethical standards will be
considered paramount in determining awards under this
Plan.
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2.
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Plan
Participants whose individual performance is determined to be less
than acceptable are not eligible to receive Incentive Compensation
awards.
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ARTICLE III
DEFINITIONS
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1.
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ANNUAL SALARY
– The regular base salary of a Participant during a fiscal
year of the Company, determined by multiplying by 52 the
Participant’s weekly base salary rate effective during the
first full pay period in December preceding the year of payment,
but excluding any Incentive Compensation, commissions, over-time
payments, payments under work-week plan, indirect payments,
retroactive payments not affecting the base salary or applicable to
the current year, and any other payments of compensation of any
kind.
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2.
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BOARD OF
DIRECTORS – The Board of Directors of the Company.
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3.
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CODE –
The Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder.
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4.
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COMMITTEE
– The Management Development & Compensation
Committee of the Board of Directors as from time to time appointed
or constituted by the Board of Directors.
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5.
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COMPANY –
Lockheed Martin Corporation and those subsidiaries of which it owns
directly or indirectly 50% or more of the voting stock or other
equity.
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6.
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ELECTED
OFFICER- an Employee who has been elected as an officer by the
Board of Directors.
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7.
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EMPLOYEE
– Any person who is employed by the Company and who is paid a
salary as distinguished from an hourly wage. The term
“Employee” includes only those individuals that the
Company classifies on its payroll records as Employees and does not
include consultants, independent contractors, leased employees,
co-op students, interns, temporary or casual employees, individuals
paid by a third party or other individuals not classified as an
Employee by the Company. Notwithstanding the foregoing, the term
“Employee” shall not include any employee who, during
any part of such year, was represented by a collective bargaining
agent.
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8.
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INCENTIVE
COMPENSATION – A payment made pursuant to this
Plan.
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9.
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PARTICIPANT
– Any Employee selected to participate in the Plan in
accordance with its terms.
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10.
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PLAN –
This 2006 Lockheed Martin Corporation Management Incentive
Compensation Plan (Performance Based).
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11.
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PLAN YEAR
– A calendar year.
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12.
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SUBCOMMITTEE
– The Stock Option Subcommittee of the Committee, or such
subcommittee composed solely of two or more outside directors of
the Company (within the meaning of Code section 162(m)(4)(C)) or
the entire subcommittee is all members of that subcommittee are
outside directors.
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13.
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TARGET LEVEL
– The target levels specified in Section B of Exhibit
A.
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ARTICLE IV
ELIGIBILITY FOR
PARTICIPATION
Those Employees who through their
efforts are able to contribute significantly to the success of the
Company in any given Plan Year will be considered eligible for
selection for participation in the Plan with respect to that Plan
Year. Participants are selected each Plan Year based on
recommendations by the Business Area Executive Vice Presidents or
corporate function heads, subject to the approval of the Executive
Office. Those eligible shall include all Employees considered by
the Committee to be key Employees of the Company. No member of the
Committee shall be eligible for participation in the
Plan.
ARTICLE V
INCENTIVE COMPENSATION
PAYMENTS
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1.
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CALCULATION OF
PAYMENTS – Incentive Compensation payments to Participants
shall be calculated in accordance with the formula and procedures
set forth in Exhibits A and B hereto. All such payments shall be in
cash.
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2.
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TARGETS –
At the beginning of each Plan Year or in connection with an
internal promotion or an employment offer made later in a Plan
Year, the Executive Office shall identify the Employees eligible
for participation in the Plan for that Plan Year and designate a
Target Level for each Employee so designated.
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3.
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INDIVIDUAL
PERFORMANCE FACTORS - Each Employee designated as eligible for
participation for a particular Plan Year shall identify individual
performance goals for that Plan Year on or before March 30 of
that Plan Year (or within 30 days of designation as a Participant
by the Executive Office, whichever is later). As soon as
practicable following the end of the Plan Year, the Business Area
Executive Vice President or corporate function head, as the case
may be, shall evaluate the performance of each Participant in the
respective Business Area or corporate functional area in light of
the individual’s performance goals and assign an Individual
Performance Factor as provided for in Exhibit A, subject to
approval by the Executive Office. The Individual Performance
Factors for elected corporate officers, other than the Chief
Executive Officer and President, shall be determined by the
Executive Office as provided in Exhibit A, subject to approval by
the Committee. The Individual Performance Factor(s) of the Chief
Executive Officer and President of Lockheed Martin Corporation
shall be determined by the Committee. The Committee may, at the
request of any member of the Committee, review the Individual
Performance Factors of any other Participant or groups of
Participants. The Committee may make adjustments to any such
performance factors as it considers appropriate.
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4.
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ORGANIZATIONAL
PERFORMANCE FACTORS - The Executive Office and each Business Area
Executive Vice President shall identify organizational performance
goals for the Company, each Business Area and each business unit
for that Plan Year on or before March 30 of that Plan Year.
The Executive Office shall review the Company and Business Area
organizational performance goals with the Committee. As soon as
practicable following the end of the Plan Year, the Executive
Office shall evaluate the performance of the Company and each
Business Area in light of their respective organizational
performance goals and determine the Company’s and the
Business Area Organizational Performance Factors, as provided for
in Exhibit A, subject to the approval of the Committee. Each
Business Area Executive Vice President shall evaluate the
performance of each business unit within his or her business area
in light of the business unit’s organizational performance
goals and establish Organizational Performance Factors for the
business units within the respective business area as provided for
in Exhibit A, subject to the approval of the Executive Office. The
Committee may make adjustments to any Organizational Performance
Factor as it considers appropriate.
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5.
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APPROPRIATIONS
TO THE PLAN.
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A.
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To the extent
that the aggregate of all proposed payments of Incentive
Compensation to all Participants as determined by the application
of the formula set forth in Exhibit A (subject to any adjustments
made by the Committee under Paragraph 2 or 3 above or pursuant to
Exhibit B) exceeds the amount determined by the Committee to be
available for payment, all proposed payments of Incentive
Compensation to Participants shall be reduced on a pro rata
basis.
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B.
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The Committee
will recommend to the Board of Directors the authorization of the
amount to be appropriated to the Plan by the Company for
distribution to Participants and as computed pursuant to the
provisions of this Paragraph 5. The Board of Directors may,
notwithstanding any provision of the Plan, make adjustments to any
proposed Incentive Compensation payment under the Plan, and subject
to any such adjustments, the Board of Directors will appropriate to
the Plan the amount as recommended by the Committee for
distribution to the Participants; provided that, the Board of
Directors may appropriate an amount which is less than the amount
recommended by the Committee in which event all proposed payments
of Incentive Compensation to Participants shall be reduced on a pro
rata basis. Prior to the determination of the amount to be
appropriated under the Plan for any Plan Year, the Board of
Directors may authorize the Corporation to earmark funds or
allocate funds to a separate account or trust, in either case
for
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