<PAGE>
As filed with the Securities and Exchange Commission on March 15, 1995.
Registration No. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1893632
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6801 Rockledge Drive
Bethesda, Maryland 20817
(Address of principal executive offices)
---------------------
Martin Marietta Corporation
Performance Sharing Plan for
Puerto Rico Employees
(Full title of the plan)
---------------------
Stephen M. Piper, Esquire
Assistant General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(*) registered(*) per share(**) offering price(**) registration fee(**)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share.. 70,000 $26.52 $1,856,400 $640.15
- ------------------------------------------------------------------------------------------------------
(*) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the plan described herein.
(**) At the time of the filing of this Registration Statement on Form S-8, there
is no market for the Registrant's securities to be offered. Accordingly,
the fee has been computed, pursuant to Rule 457(h)(1) and guidance provided
by the Office of Chief Counsel, based on the book value of the securities
to be offered as of December 31, 1994.
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plan with the Securities and Exchange
Commission (the "Commission") are incorporated by reference and made a part
hereof:
(a) The Registrant's Joint Proxy Statement/Prospectus filed pursuant to
Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed with the Commission on March 9, 1995), and
any amendment or report filed for the purpose of updating such description;
(c) Martin Marietta Corporation's Current Report on Form 8-K filed with
the Commission on February 13, 1995;
(d) Martin Marietta Corporation's Current Report on Form 8-K filed with
the Commission on February 17, 1995;
(e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995; and
(f) The Registrant's Current Report on Form 8-K filed with the
Commission on March 15, 1995.
All documents subsequently filed by the Registrant, Martin Marietta
Corporation, Lockheed Corporation or the Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to filing of a post-effective amendment
which indicates that all securities offered have been sold or which removes from
registration all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable
- 1 -
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The Opinion of Counsel as to the legality of the securities being issued
(constituting Exhibit 5) has been rendered by counsel who is a full-time
employee of the Registrant. Counsel rendering such opinion is not eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation or its
stockholders for money damages, except (a) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, (b) to the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a finding that the
person's action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding
or (c) in respect of certain other actions not applicable to the Registrant.
Under the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been successful on
the merits or otherwise in the defense of any proceeding by reason of his or her
service as a director unless such indemnification is not otherwise permitted as
described in the following sentence. Indemnification is permissive unless it is
established that (a) the act or omission of the director was material to the
matter giving rise to the proceeding and was committed in bad faith or was the
result of active and deliberate dishonesty, (b) the director actually received
an improper personal benefit in money, property or services or (c) in the case
of any criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order indemnification
if it determines that the director or officer is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding
sentence or has been adjudged liable on the basis that a personal benefit was
improperly received in a proceeding charging improper personal benefit to the
director or officer. If the proceeding was an action by or in the right of the
corporation or involved a determination that the director or officer received an
improper personal benefit, however, no indemnification may be made if the
individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of competent jurisdiction.
Article XI of the charter of the Registrant limits the liability of
directors and officers to the fullest extent permitted by the Maryland General
Corporation Law. Article XI of the charter of the Registrant also authorizes
the Registrant to adopt by-laws
- 2 -
<PAGE>
or resolutions to provide for the indemnification of directors and officers.
Article VI of the By-laws of the Registrant provides for the indemnification of
the Registrant's directors and officers to the fullest extent permitted by the
Maryland General Corporation Law. In addition, the Registrant's directors and
officers are covered by certain insurance policies maintained by the Registrant.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
Item 8. Exhibits.
--------
4. Martin Marietta Corporation Performance Sharing Plan for Puerto Rico
Employees.
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young, LLP (Washington, D.C.).
23-B. Consent of Ernst & Young, LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5 hereof).
25. Powers of Attorney (included as an exhibit to a Registration Statement
on Form S-8 relating to the Lockheed Martin Corporation Directors
Deferred Stock Plan filed by the Registrant with the Commission on
March 15, 1995 and incorporated herein by reference).
The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment thereto to the Puerto Rico Department of
Treasury in a timely manner and has made or will make all changes required by
the Puerto Rico Department of Treasury in order to qualify the Plan. The Plan is
intended to be qualified under Puerto Rico tax laws, but not United States tax
laws and, accordingly, no determination letter will be requested from U.S.
Internal Revenue Service.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
- 3 -
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
- 4 -
<PAGE>
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
- 5 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland.
LOCKHEED MARTIN CORPORATION
Date: March 15, 1995 By: /s/ Frank H. Menaker, Jr.
---------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Montgomery, State of Maryland.
Date: March 15, 1995 MARTIN MARIETTA CORPORATION
PERFORMANCE SHARING PLAN FOR
PUERTO RICO EMPLOYEES
By: /s/ Thomas F. Kinstle
-----------------
Thomas F. Kinstle
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel M. Tellep Chairman of the March 15, 1995
--------------- Board and Chief
Daniel M. Tellep* Executive Officer
and Director
/s/ Marcus C. Bennett Senior Vice March 15, 1995
----------------- President, Chief
Marcus C. Bennett* Financial Officer
and Director
/s/ Robert E. Rulon Controller and March 15, 1995
--------------- Accounting Officer
Robert E. Rulon*
/s/ Norman R. Augustine Director March 15, 1995
-------------------
Norman R. Augustine*
/s/ Lynne V. Cheney Director March 15, 1995
---------------
Lynne V. Cheney*
/s/ Edwin I. Colodny Director March 15, 1995
-----------------
Edwin I. Colodny*
/s/ Lodwrick M. Cook Director March 15, 1995
-----------------
Lodwrick M. Cook*
/s/ James L. Everett, III Director March 15, 1995
---------------------
James L. Everett, III*
/s/ Houston I. Flournoy Director March 15, 1995
-------------------
Houston I. Flournoy*
/s/ James F. Gibbons Director March 15, 1995
----------------
James F. Gibbons*
/s/ Edward E. Hood, Jr. Director March 15, 1995
-------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director March 15, 1995
--------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director March 15, 1995
-----------------
Gwendolyn S. King*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence O. Kitchen Director March 15, 1995
------------------
Lawrence O. Kitchen*
/s/ Gordon S. Macklin Director March 15, 1995
-----------------
Gordon S. Macklin*
/s/ Vincent N. Marafino Director March 15, 1995
-------------------
Vincent N. Marafino*
/s/ Eugene F. Murphy Director March 15, 1995
----------------
Eugene F. Murphy*
/s/ Allen E. Murray Director March 15, 1995
---------------
Allen E. Murray*
/s/ Carlisle A.H. Trost Director March 15, 1995
-------------------
Carlisle A.H. Trost*
/s/ Frank Savage Director March 15, 1995
-----------------
Frank Savage*
/s/ James R. Ukropina Director March 15, 1995
-----------------
James R. Ukropina*
</TABLE>
*By: /s/ Stephen M. Piper March 15, 1995
----------------
(Stephen M. Piper, Attorney-in-fact**)
- --------------------
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description No.
------ ----------- ----
4. Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees.
5. Opinion of Stephen M. Piper, Esquire.
23-A. Consent of Ernst & Young, LLP (Washington, D.C.).
23-B. Consent of Ernst & Young, LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire
(contained in Exhibit 5 hereof).
25. Powers of Attorney (included as an exhibit to
a Registration Statement on Form S-8 relating
to the Lockheed Martin Corporation Directors
Deferred Stock Plan filed by the Registrant
with the Commission on March 15, 1995 and
incorporated herein by reference).
<PAGE>
EXHIBIT 4
MARTIN
MARIETTA
CORPORATION
PERFORMANCE SHARING
PLAN FOR
PUERTO RICO EMPLOYEES
<PAGE>
Table of Contents
INTRODUCTION............................................................. 6
ARTICLE I................................................................ 1
DEFINITIONS.............................................................. 1
(1) ACCOUNT.................................................... 1
(2) ADMINISTRATIVE COMMITTEE................................... 1
(3) BASE SALARY................................................ 1
(4) BASIC CODA CONTRIBUTIONS................................... 1
(5) BASIC THRIFT CONTRIBUTIONS................................. 1
(6) BENEFICIARY................................................ 2
(7) BOARD OF DIRECTORS......................................... 2
(8) CLOSING DATE............................................... 2
(9) CODE CONTRIBUTIONS......................................... 2
(10) CODA....................................................... 2
(11) CORPORATION................................................ 2
(12) EMPLOYEE................................................... 3
(13) EMPLOYER................................................... 3
(14) EMPLOYING COMPANY.......................................... 3
(15) EMPLOYMENT COMMENCEMENT DATE............................... 3
(16) ERISA...................................................... 3
(17) HIGHLY COMPENSATED EMPLOYEE................................ 3
(18) INVESTMENT FUNDS........................................... 3
(19) ITA........................................................ 4
(20) LIMITED PARTICIPANT........................................ 4
(21) MASTER TRUST............................................... 4
(22) MASTER TRUSTEE............................................. 4
(23) MATCHING CONTRIBUTION...................................... 4
(24) MONTHLY MATCHING CONTRIBUTION.............................. 4
(25) PARTICIPANT................................................ 4
(26) PLAN....................................................... 4
(27) PLAN ADMINISTRATOR......................................... 5
(28) PLAN YEAR.................................................. 5
(29) REEMPLOYMENT COMMENCEMENT DATE............................. 5
(30) RETIREMENT................................................. 5
(31) ROLLOVER ACCOUNT........................................... 5
(32) SPOUSE..................................................... 5
(33) SPOUSE'S CONSENT........................................... 5
(34) SUPPLEMENTAL CODA CONTRIBUTIONS............................ 6
(35) SUPPLEMENTAL THRIFT CONTRIBUTIONS.......................... 6
(36) THRIFT CONTRIBUTIONS....................................... 6
i
<PAGE>
(37) TRANSFERRED EMPLOYEE....................................... 6
(38) TRUST...................................................... 6
(39) TRUST FUND................................................. 7
(40) TRUSTEE.................................................... 7
(41) VALUATION DATE............................................. 7
ARTICLE II................................................................ 8
EFFECTIVE DATE, ELIGIBILITY, AND PARTICIPATION............................ 8
(1) EFFECTIVE DATE............................................. 8
(2) ELIGIBILITY AND PARTICIPATION.............................. 8
ARTICLE III............................................................... 9
CONTRIBUTIONS............................................................. 9
(1) CONTRIBUTION ELECTIONS..................................... 9
(2) CODA CONTRIBUTIONS......................................... 10
(3) THRIFT CONTRIBUTIONS....................................... 12
(4) ROLLOVER CONTRIBUTIONS..................................... 12
(5) CORPORATION MATCHING CONTRIBUTIONS......................... 13
(6) LIMIT ON TOTAL CORPORATION CONTRIBUTIONS................... 13
(7) PLAN TO PLAN TRANSFER...................................... 13
ARTICLE IV................................................................ 14
WITHDRAWALS............................................................... 14
(1) THRIFT, CODA, ROLLOVER, AND MATCHING CONTRIBUTIONS......... 14
(2) HARDSHIP WITHDRAWALS....................................... 14
(3) WITHDRAWAL AT AGE 59 1/2................................... 16
(4) PROCEDURE FOR WITHDRAWAL................................... 16
(5) VALUATION PROCEDURES....................................... 16
ARTICLE V................................................................. 17
PERFORMANCE SHARING TRUST................................................. 17
(1) CONTRIBUTIONS.............................................. 17
(2) TRUST FUND................................................. 17
(3) PURCHASE OF MARTIN MARIETTA CORPORATION SHARES............. 18
(4) VOTING AND TENDERING OF MARTIN MARIETTA
CORPORATION SHARES......................................... 18
(a) In General............................................ 18
----------
(b) Voting of Company Stock............................... 18
-----------------------
(c) Tender Offer.......................................... 19
------------
ii
<PAGE>
(i) Applicability.................................... 19
-------------
(ii) Instructions to Trustee......................... 19
-----------------------
(d) Confidentiality....................................... 19
---------------
(e) Distribution of Materials............................. 19
-------------------------
(i) Voting........................................... 19
------
(ii) Tender Offer.................................... 20
------------
(f) Procedures............................................ 20
----------
ARTICLE VI................................................................ 21
ALLOCATIONS TO PARTICIPANTS............................................... 21
(1) PARTICIPANT ACCOUNTS....................................... 21
(i) Indexed Eguity Fund ("Fund A")................... 21
(ii) Fixed Income Fund ("Fund B")..................... 21
(iii) Martin Marietta Common Stock Fund ("Fund C").... 21
(iv) Intermediate Term Investment Grade Bond Fund
("Fund D")...................................... 21
(v) Long Term Investment Grade Bond Fund ("Fund E").. 22
(2) VALUATION OF ACCOUNTS...................................... 23
(3) APPLICATION OF FORFEITURES................................. 23
ARTICLE VII............................................................... 24
ACCOUNT DISTRIBUTION:
RETIREMENT; DISABILITY; DEATH; TRANSFER; LAYOFF; TERMINATION........ 24
(1) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
RETIREMENT, DISABILITY, DEATH, AND LAYOFF.................. 24
(2) ELIGIBILITY FOR AND TERMINATION OF EMPLOYMENT
DISTRIBUTION OF ACCOUNT: OTHER............................ 24
(3) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
TRANSFERS OF EMPLOYMENT.................................... 24
(4) PAYMENT OF PARTICIPANT ACCOUNT............................. 25
(5) OTHER DISTRIBUTIONS........................................ 26
(6) QUALIFIED DOMESTIC RELATIONS ORDERS........................ 27
(7) ADDITIONAL DISTRIBUTION RULES.............................. 27
(a) Distributions of Small Amounts........................ 27
------------------------------
(b) Distribution Due Dates................................ 27
----------------------
(c) Minimum Distribution Requirements..................... 27
---------------------------------
(i) Commencement of benefit payments................. 28
--------------------------------
(ii) Death of the Participant........................ 28
------------------------
<PAGE>
ARTICLE VIII.............................................................. 29
LOANS TO PARTICIPANTS..................................................... 29
(1) AVAILABILITY OF LOANS TO PARTICIPANTS............................ 29
(2) TERMS AND CONDITIONS OF LOANS TO PARTICIPANTS.................... 29
(a) Amount of Loan............................................. 29
--------------
(b) Investment Status of Loan.................................. 29
-------------------------
(c) Application for Loan....................................... 30
(d) Length of Loan............................................. 30
--------------
(e) Prepayment................................................. 30
(f) Notes. Interest. and Withholding........................... 30
--------------------------------
(g) Security................................................... 30
--------
(h) Default.................................................... 30
-------
(i) Other Terms and Conditions............................ 31
--------------------------
(j) No Prohibited Transactions................................. 31
--------------------------
ARTICLE IX................................................................ 32
ADMINISTRATION............................................................ 32
(1) FIDUCIARIES...................................................... 32
(2) ADMINISTRATIVE COMMITTEE......................................... 32
(3) POWERS OF THE ADMINISTRATIVE COMMITTEE........................... 32
(4) UNIFORM ADMINISTRATION........................................... 33
(5) CONCLUSIVENESS OF ACTION......................................... 33
(6) EMPLOYMENT OF COUNSEL............................................ 33
(7) ALLOCATION OR DELEGATION OF RESPONSIBILITIES AND DUTIES.......... 33
(8) LIABILITY LIMITED................................................ 34
(9) INDEMNIFICATION AND INSURANCE.................................... 34
ARTICLE X................................................................. 35
AMENDMENT, TERMINATION, MERGER, AND CONSOLIDATION......................... 35
(1) AMENDMENT OF PLAN................................................ 35
(2) TERMINATION OF PLAN.............................................. 35
(3) MERGER, CONSOLIDATION, OR TRANSFER............................... 35
(4) LIMITATION ON AMENDMENT OR TERMINATION........................... 35
ARTICLE XI................................................................ 37
CLAIMS PROCEDURE.......................................................... 37
(1) CLAIMS FOR BENEFITS.............................................. 37
(2) REVIEW OF CLAIM.................................................. 37
iv
<PAGE>
ARTICLE XII............................................................... 39
MISCELLANEOUS............................................................. 39
(1) PROHIBITION AGAINST ALIENATION.................................. 39
(2) RELATIONSHIP BETWEEN EMPLOYING COMPANY AND
EMPLOYEES....................................................... 39
(3) PARTICIPANTS' BENEFIT LIMITED TO ASSETS......................... 39
(4) TITLES AND HEADINGS............................................. 40
(5) GENDER AND NUMBER............................................... 40
(6) APPLICABLE LAW.................................................. 40
(7) INABILITY TO LOCATE PAYEE....................................... 40
(8) INCOMPETENCE OF PAYEE........................................... 40
(9) DEALING WITH THE TRUSTEE........................................ 41
(10) RETURN OF CONTRIBUTIONS......................................... 41
(11) SEPARABILITY.................................................... 42
v
<PAGE>
MARTIN MARIETTA CORPORATION
PERFORMANCE SHARlNG PLAN FOR
PUERTO RICO EMPLOYEES
INTRODUCTION
The Performance Sharing Plan for Puerto Rico Employees (the "Plan")
was established, effective April 4, 1993, by the Board of Directors of Martin
Marietta Corporation (the "Corporation") to provide its Puerto Rico employees
with the opportunity to participate in a systematic, substantial, and personal
savings and retirement program which will provide a way to reward employees
based on total Corporation performance.
This Plan and the Trust created thereby are for the exclusive benefit
of participating employees and their beneficiaries. They are designed to comply
with the Employee Retirement Income Security Act of 1974, as amended, and to
qualify under Section 165(a) of the Puerto Rico Income Tax Act of 1954, as
amended, as a profit-sharing plan with a qualified cash or deferred arrangement
as defined in Section 165(e) of the ITA. Except as provided in the Plan, in no
manner shall any assets in the Trust revert to the Corporation.
vi
<PAGE>
ARTICLE I
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
following meanings:
(1) ACCOUNT:
The individual interest of a Participant in the Trust Fund as determined as
of each Valuation Date and reflected in the records maintained by the
record-keeper designated by the Corporation for this purpose.
(2) ADMINISTRATIVE COMMITTEE:
The Administrative Committee provided for in Article IX.
(3) BASE SALARY:
Actual annual earnings of the Employee paid by an Employing Company,
determined each pay period, and without regard to any salary reduction
agreement described in Section (9) of this Article; including overtime,
shift differential, salary continuation payments, commissions and other
variable compensation plan payments, lump sum merit payments in lieu of a
salary increase, and rate guarantees; but excluding compensation for
foreign services that is excludable by the Participant under Code Section
911, sickness and accident benefits, discretionary incentive compensation,
bonuses, severance pay, compensation in lieu of vacation time, and payments
for education allowance, relocation allowance, overseas or domestic
allowances, rental allowance, rental assistance, travel allowance, vacation
allowance, mortgage allowance, imputed income and employee contributions
(other than CODA Contributions) to this or any other benefit plan.
(4) BASIC CODA CONTRIBUTIONS:
Basic CODA Contributions are pre-tax contributions elected by a Participant
pursuant to Article III(2)(a)(i).
(5) BASIC THRIFT CONTRIBUTIONS:
Basic Thrift Contributions are after-tax contributions elected by a
Participant pursuant to Article III(3)(a).
<PAGE>
(6) BENEFICIARY:
The person or persons designated by the Participant to receive any payment
from the Trust Fund after the death of a Participant. A designation of a
beneficiary other than the Participant's Spouse will not be valid unless
accompanied by a Spouse's consent that complies with Article I(30). Such
person or persons shall be designated in writing on forms provided for this
purpose by the Administrative Committee and may be changed from time to
time by similar written notice to the Administrative Committee including a
Spouse's Consent, if applicable. In the absence of such a written
designation, the Beneficiaries shall be (i) the Participant's Spouse or
(ii) if there is no Spouse surviving the Participant, the Participant's
heirs, in such proportions as they would inherit his estate in accordance
with the applicable laws of intestacy.
(7) BOARD OF DIRECTORS:
The Board of Directors of the Corporation.
(8) CLOSING DATE:
The date of the closing of the transaction agreement executed by the
Corporation, General Electric Company, and Parent Corporation, which
agreement was executed on November 22, 1992.
(9) CODE CONTRIBUTIONS:
CODA Contributions are pre-tax contributions made under a "cash or deferred
arrangement" by the Corporation on a Participant's behalf pursuant to an
election by the Participant under which he agrees to have his Base Salary
reduced by a specified percentage, and the Corporation agrees to contribute
an amount equal to such reduction to the Plan as CODA Contributions. All
CODA Contributions shall be identified and separately accounted for either
as Basic CODA Contributions or as Supplemental CODA Contributions. CODA
Contributions are intended to constitute employer Contributions made on an
elective basis under a qualified cash or deferred arrangement within the
meaning of ITA Section 165(e).
(10) CODE:
The Internal Revenue Code of 1986, as amended from time to time.
(11) CORPORATION:
Martin Marietta Corporation.
2
<PAGE>
(12) EMPLOYEE:
An employee of an Employing Company who is included in a group of employees
designated by the Board of Directors as eligible for participation in this
Plan, and who is a bona fide resident of Puerto Rico or performs labor or
services for the Employing Company primarily within the Commonwealth of
Puerto Rico.
(13) EMPLOYER:
An Employing Company.
(14) EMPLOYING COMPANY:
(a) The Corporation;
(b) A member (or functional unit of a member) of a controlled group of
corporations, within the meaning of Code Section 1563(a)(1), of which the
Corporation is a common parent, determined without regard to Section
1563(e)(3)(C) and which has been designated as an Employing Company by the
Board of Directors (or its delegate); or
(c) An entity (or functional unit of an entity) under common control,
within the meaning of Code Section 414(c), with the Corporation and which
has been designated as an Employing Company by the Board of Directors (or
its delegate).
(15) EMPLOYMENT COMMENCEMENT DATE:
The date for which an employee is first employed by an Employing Company.
(16) ERISA:
The Employee Retirement Income Security Act of 1974, Pub. L. No. 93-406, 88
Stat. 829, as amended from time to time.
(17) HIGHLY COMPENSATED EMPLOYEE:
An Employee who is more highly compensated than two-thirds of all other
Employees eligible to participate in the Plan.
(18) INVESTMENT FUNDS:
The separate funds under the Master Trust which are described in Article
VI(l)(d), in which CODA and Thrift Contributions and Matching Contributions
to the Plan are invested.
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(19) ITA:
The Puerto Rico Income Tax Act of 1954, as amended from time to time.
(20) LIMITED PARTICIPANT:
An Employee who has either not met all the participation requirements of
the Plan or who has not made a contribution election as provided in Article
III, but who has transferred into the Trust Fund a Rollover Contribution as
provided in Article III.
(21) MASTER TRUST:
The trust created pursuant to the Master Trust Agreement for the
Corporation's defined contribution plans between the Corporation and
Bankers Trust Company as originally effective as of April 1, 1978 and as
thereafter amended and restated effective as of December 28, 1992 and as
thereafter amended from time to time.
(22) MASTER TRUSTEE:
The person who is the trustee for the Master Trust.
(23) MATCHING CONTRIBUTION:
Contributions made by the Employer pursuant to Article III.
(24) MONTHLY MATCHING CONTRIBUTION:
The Monthly Matching Contribution is the portion of the Corporation's
Matching Contribution that is made on a monthly basis for each Participant.
(25) PARTICIPANT:
An Employee (or former Employee) who has met (or once met) all the
requirements for participation in this Plan and has made a contribution
election as provided in Article III and who continues to have rights or
contingent rights to benefits under this Plan.
(26) PLAN:
The Martin Marietta Corporation Performance Sharing Plan for Puerto Rico
Employees, the terms of which are herein set forth.
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(27) PLAN ADMINISTRATOR:
Martin Marietta Corporation.
(28) PLAN YEAR:
The twelve-month period beginning each January 1 and ending on the next
following December 31.
(29) REEMPLOYMENT COMMENCEMENT DATE:
The first date on which a former employee, after having terminated service,
is again reemployed by an Employing Company.
(30) RETIREMENT:
Termination from employment with the Employer on or after the date on which
the Participant becomes eligible for early retirement under the terms of an
applicable pension plan. An applicable pension plan means a qualified
pension plan maintained by an Employing Company providing retirement
benefits for Employees. For those Participants who are not eligible for
retirement under the terms of an applicable pension plan, retirement shall
be deemed to occur on termination of employment if such Participant has
attained the age of 55, and has five years of service with the Employer.
(31) ROLLOVER ACCOUNT:
The portion of an Account reflecting Rollover Contributions made by the
Participant or a Limited Participant as provided in Article III(4) and as
adjusted each Valuation Date.
(32) SPOUSE:
The lawful wife of a male Participant, or the lawful husband of a female
participant, on the date of the Participant's death.
(33) SPOUSE'S CONSENT:
A Spouse's Consent to the Participant's designation of a Beneficiary other
than the Spouse which meets the requirements of this paragraph. It must be
in writing; it must acknowledge the effect of the selection of another
Beneficiary; and the Spouse's signature must be witnessed by a Plan
representative or notary public and acknowledged in writing on a form
distributed for such purpose by a Plan representative or notary public.
Notwithstanding this consent requirement, if the
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Participant establishes to the satisfaction of a Plan representative that
such written consent cannot be obtained because: (a) there is no Spouse;
(b) the Spouse cannot be located; (c) of other circumstances as the
Secretary of the Treasury may by regulations prescribe, the Participant's
Beneficiary designation will be considered valid. Any consent required
under this provision will be valid only with respect to the Spouse who
signs the consent and only with respect to the Beneficiary designated in
that consent. A Spouse's Consent may be revoked at any time and upon
revocation the alternate Beneficiary designation shall become invalid.
(34) SUPPLEMENTAL CODA CONTRIBUTIONS:
Supplemental CODA Contributions are pre-tax contributions elected by a
Participant pursuant to Article III(2)(a)(ii).
(35) SUPPLEMENTAL THRIFT CONTRIBUTIONS:
Supplemental Thrift Contributions are after-tax contributions elected by a
Participant pursuant to Article III(3)(b).
(36) THRIFT CONTRIBUTIONS:
Thrift Contributions are after-tax Contributions made to the Plan by a
Participant pursuant to an election by the Participant to have a specified
percentage of his Base Salary deducted from pay and contributed to the Plan
as Thrift Contributions on his behalf. All Thrift Contributions shall be
identified and separately accounted for either as Basic Thrift
Contributions or as Supplemental Thrift Contributions. Thrift Contributions
are intended to constitute employee contributions.
(37) TRANSFERRED EMPLOYEE:
Any Employee of an Employing Company who, on the day before the Closing
Date, was employed by General Electric Company and became an Employee of
such Employing Company on or after the Closing Date as a result of the
transaction pursuant to the agreement between the Corporation and General
Electric Company, dated November 22, 1992 (the "Transaction Agreement"). A
person's status as a Transferred Employee shall not change if he is
transferred to another Employing Company.
(38) TRUST:
The Trust established to receive the Contributions provided for in the
Plan.
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(39) TRUST FUND:
The assets held in the Trust under the Plan.
(40) TRUSTEE:
The Trustee(s) of the Trust Fund(s) established pursuant to this Plan,
including any successor Trustee(s).
(41) VALUATION DATE:
The last business day of each calendar month.
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ARTICLE II
EFFECTIVE DATE, ELIGIBILITY, AND PARTICIPATION
(1) EFFECTIVE DATE
The Plan is effective as of April 4, 1993.
(2) ELIGIBILITY AND PARTICIPATION
(a) Each Transferred Employee shall be eligible to become a Participant as
of the first day of employment by an Employing Company.
(b) An individual who does not qualify under (a) shall be eligible to
become a Participant on the first pay period of the month following the latest
of (i) the end of the six-month period beginning on his Employment Commencement
Date or Reemployment Commencement Date; or (ii) the date on which he becomes an
Employee.
(c) A former Employee who previously met the requirements of subsection (a)
or (b) and again becomes an Employee shall be eligible to participate in the
Plan on the first day of the first month following the date on which he again
becomes an Employee. Otherwise, a former Employee will become eligible to
participate in this Plan as provided in subsection (b).
(d) Participation in this Plan is voluntary. Any Employee who is eligible
to be a Participant may become a Participant as of the date specified in
Article III(b) by completing and filing an application form provided by the
Plan Administrator for that purpose or by performing other enrollment
procedures required by the Plan Administrator, which shall include an agreement
under which he elects CODA Contributions, Thrift Contributions, or both, in
accordance with Article III.
(e) A Limited Participant shall be eligible to participate in the Plan, for
the purpose of making a Rollover Contribution as provided in Article III as of
his Employment Commencement Date or his Reemployment Commencement Date.
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ARTICLE III
CONTRIBUTIONS
(1) CONTRIBUTION ELECTIONS
(a) As required by Article II(2)(d), an Employee must enter into an
agreement in a form acceptable to the Plan Administrator under which he elects
CODA Contributions (see Section (2)), Thrift Contributions (see Section (3)), or
both, in order to become a Participant. Subject to the limitations of Sections
(2) and (3) of this Article, the Participant's Contribution election must
specify the percentages of the Participant's Base Salary to be contributed to
the Trust Fund as CODA Contributions and/or Thrift Contributions. The elected
percentages must be in multiples of 1% of Base Salary. A Participant may elect
Supplemental CODA Contributions or Supplemental Thrift Contributions only if the
Basic CODA Contributions and Basic Thrift Contributions which will be made by
him, or on his behalf, are at the maximum level permitted under Sections
(2)(a)(i) and (3)(a) of this Article.
(b) A Participant's contribution election shall become effective as
follows:
(i) The contribution election of an Employee who has suspended
contributions, either voluntarily or as a result of a hardship withdrawal under
Article IV(2), shall be effective as of the first pay period of the month
following the month that the Plan Administrator receives the contribution
election, provided such receipt occurs on or before the 20th of the month. If
the Plan Administrator receives a contribution election after the 20th of any
month, such election shall be effective as of the first pay period of the second
month following the month that the Plan Administrator receives the contribution
election.
(ii) The contribution election for any Employee who meets the
eligibility requirements of Article II (other than a Participant described in
subparagraph (i) above) shall be effective as of the first pay period of the
month following the month that the Plan Administrator receives the contribution
election, provided such receipt occurs on or before the 20th of the month. If
the Plan Administrator receives a contribution election after the 20th of any
month, such election shall be effective as of the first pay period of the
second month following the month that the Plan Administrator receives the
contribution election.
(iii) The Plan Administrator shall establish such contribution
election procedures for the initial contributions to this Plan as the Plan
Administrator deems reasonable and appropriate under the circumstances and shall
communicate such procedures to all then Employees who have satisfied the
requirements to elect to make contributions to this Plan.
(c) Subject to the limitations of Sections (2) and (3) of this Article, a
Participant's
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Contribution election shall remain in effect until (i) the Participant changes
or suspends the election as provided in subsection (d) of this Section, or (ii)
the Participant is required to suspend his election to make contributions as a
result of a withdrawal pursuant to Article IV(l) or IV(2). If a Participant
ceases to be an Employee, his Contribution election will be terminated, and no
further CODA and Thrift Contributions will be made under this Article to the
Plan unless and until he again becomes an Employee and a new agreement becomes
effective. In the event of an adjustment in Base Salary, the dollar amount of
Contributions shall thereafter be automatically adjusted in accordance with the
percentages set forth in the Contribution election which is in effect at the
time the adjustment in Base Salary is made.
(d) A Participant may suspend or change the level of either category of
CODA or Thrift Contributions effective as of the first pay period of the month
after the Plan Administrator or his delegate receives notice of such
modification of Contribution election provided such receipt occurs on or before
the 20th of the month. If the Plan Administrator receives notice of a
contribution modification after the 20th of any month, such modification shall
be effective as of the first pay period of the second month following the month
that the Plan Administrator receives such notice. The notice shall be in
accordance with requirements established by the Plan Administrator for such
purpose. A Contribution election, as so modified, shall thereafter remain in
effect as provided in subsection (c).
(e) Any CODA Contributions and Thrift Contributions made pursuant to a
Participant's Contribution election shall be paid into the Trust Fund for
investment according to the investment options selected by the Participant. Such
Contributions and earnings thereon shall not be subject to forfeiture.
(2) CODA CONTRIBUTIONS
(a) CODA Contributions consist of Basic CODA Contributions and Supplemental
CODA Contributions. A Participant may elect:
(i) Basic CODA Contributions at a rate of up to 6% (7% for Employees
with three or more years of service as of the beginning of the Plan Year for
which the Contribution is being made) of his Base Salary for the portion of the
Plan Year during which he makes such Basic CODA Contributions,
(ii) Supplemental CODA Contributions at a rate of up to 4% (3% for
Employees with three or more years of service as of the beginning of the Plan
Year for which the contribution is being made) of Base Salary, and
(iii) For any Transferred Employee, any additional Basic and
Supplemental CODA Contributions necessary in order to avoid a reduction in CODA
Contributions for the 1993 Plan Year due to a delay, if any, in enrollment of
such Transferred. Employee
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<PAGE>
following April 4, 1993, in accordance with procedures established by the Plan
Administrator.
(b) Notwithstanding the foregoing, CODA Contributions shall be subject to
the following further limitations:
(i) The sum of a Participant's total CODA Contributions to this Plan
and elective deferrals to any other plan maintained by the Employer shall not
exceed $7,000 for that Plan Year; and
(ii) The CODA Contributions of any Highly Compensated Employee shall
be limited as necessary to ensure that the Plan satisfies one of the two tests
relating to elective contributions contained in ITA Section 165(e)(3)(A).
The Administrative Committee shall undertake to monitor the level of CODA
Contributions under the Plan in a manner that will enable affected Participants
to have advance notice, whenever practicable, as to what level of CODA
Contributions will be accepted consistent with the limitations set forth above.
Notwithstanding any other provisions of this Article, the Administrative
Committee shall reduce the elected percentage of CODA Contributions (beginning
first with any Supplemental CODA Contributions), if the Administrative Committee
determines in its sole discretion that such reduction is necessary to assure
compliance with the limitations set forth above.
(c) Once any Participant's CODA Contributions under this Plan and any other
plans maintained by the Employer (or, for Plan Year 1993, General Electric
Company) reach the $7,000 limitation; Contributions for the rest of the Plan
Year that would have been CODA Contributions but for such limitation will be
deemed to be Thrift Contributions. If a Participant notifies the Plan
Administrator in writing not later than the first March 1 following the close of
the Participant's taxable year that, notwithstanding the first sentence of this
paragraph, the sum of all the elective deferrals made by the Participant to all
plans in which he participated in that taxable year exceeded the $7,000
limitation, then the amount identified by the Participant as exceeding the
$7,000 limitation and the allocable portion of the income earned on the excess
deferral during the Plan Year in which the Contribution was made shall be
distributed to the Participant.
(d) If a Participant's elected percentage of CODA Contributions must be
limited under paragraph (ii) of subsection 2(b) above the required reduction
shall be recharacterized as Basic or Supplemental Thrift Contributions and
retained in the Plan. For the purposes of this subsection 2(d), CODA
Contributions (beginning with Supplemental CODA Contributions) will be reduced
for the Highly Compensated Employees with the highest percentage of CODA
Contributions relative to the Employee's compensation as necessary to bring such
CODA Contributions into compliance with the limitations imposed by the ITA. The
amount of the reduction shall be increased by the amount of any income (or
decreased by the amount of any loss) allocable to the Plan
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<PAGE>
Year for which the CODA Contribution was made. In determining whether the
limitations set forth above have been met, the Administrative Committee will use
each Participant's compensation for the portion of the Plan Year during which
such individual was eligible to be a Participant. Any reduction of an election
of CODA Contributions under this subsection shall be made on a reasonable and
nondiscriminatory basis. Nothing contained in this subsection shall be
interpreted to limit the Committee's right to reduce, curtail, or make a
distribution of any form of Contributions under the Plan in order to satisfy the
requirements of Article VI(4).
(3) THRIFT CONTRIBUTIONS
Thrift Contributions consist of Basic Thrift Contributions and Supplemental
Thrift Contributions. A Participant may elect to make:
(a) Basic Thrift Contributions at a rate (applied to his Base Salary
for the portion of the Plan Year during which he makes such Basic Thrift
Contributions) up to the difference between 6% (7% for Employees who have at
least three years of service by the beginning of the Plan Year for which the
Contribution is being made) and the rate of Basic CODA Contributions in effect
for that Participant for same pay period;
(b) Supplemental Thrift Contributions at a rate (applied to his Base
Salary for the portion of the Plan Year during which he makes such Supplemental
Thrift Contributions) up to the difference between 11% (10% for Employees with
at least three or more years of service as of the end of the previous Plan Year)
and the rate of Supplemental CODA Contributions in effect for the same pay
period; and
(c) For any Transferred Employee, any additional Basic and
Supplemental Thrift Contributions necessary in order to avoid a reduction in
Thrift Contributions for the 1993 Plan Year due to a delay, if any, in
enrollment of such Transferred Employee following April 4, 1993, in accordance
with procedures established by the Plan Administrator.
(d) The Administrative Committee shall undertake to monitor the level
of Thrift Contributions under the Plan in a manner that will enable affected
Participants to have advance notice, whenever practicable, as to what level of
Thrift Contributions will be accepted consistent with the limitations set forth
above.
(4) ROLLOVER CONTRIBUTIONS
(a) Subject to the approval of the Administrative Committee, a
Participant or a Limited Participant who receives a distribution from an
employee trust described in Section 165(a) of the ITA, which trust is exempt
from tax under Section 165(a) of the ITA, may make a Rollover Contribution, or
have a Rollover Contribution made on his behalf, into the Trust Fund.
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A Rollover Contribution must be made in cash in an amount equal to the
entire distribution. If a distribution consists of property.other than cash,
which has not been sold prior to the Contribution to the Trust Fund, then the
maximum Rollover Contribution shall be limited to the cash portion of that
distribution. Such Rollover Contribution may not be made later than the 60th
calendar day after receipt of the distribution.
(b) A separate Rollover Account shall be established in the name of
each Limited Participant or Participant who makes a Rollover Contribution. The
Rollover Account shall immediately be 100% vested and nonforfeitable. No
Matching Contributions will be made with respect to a Rollover Contribution. A
Rollover Contribution may be withdrawn on account of Hardship as described in
Article IV or will otherwise be payable in accordance with the provisions of
Article VII.
(5) CORPORATION MATCHING CONTRIBUTIONS
The Corporation, on behalf of the Employing Companies, shall make a
Matching Contribution, as set forth in Article V, to the Account of each
Participant who was an Employee at the end of a month in an amount equal to a
percentage of the Basic CODA and Basic Thrift Contributions made by or on behalf
of each such Participant. The amount of the Matching Contribution for each
Participant shall be 50% of such Participant's Basic CODA and Basic Thrift
Contributions.
(6) LIMIT ON TOTAL CORPORATION CONTRIBUTIONS
The total amount of Matching Contributions and CODA Contributions for a
taxable year shall not be greater than the maximum amount of Contributions
permitted by law as a tax deductible expense to the Employing Companies for such
taxable year under ITA Section 23(p), or under any other applicable provisions
of the ITA.
(7) PLAN TO PLAN TRANSFER
Subject to the approval and direction of the Administrative Committee, the
Trustee may accept as part of the Trust Fund, property transferred from a plan
qualified under ITA Section 165(a) and a trust qualified under ITA Section
165(a) that is sponsored by an Employer. Such property shall be credited to
Participants' Accounts in accordance with applicable law, as directed by the
Administrative Committee and shall be distributed to the Participant or his
Beneficiary in accordance with the provisions of Articles IV and VII.
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ARTICLE IV
WITHDRAWALS
(1) THRIFT, CODA, ROLLOVER, AND MATCHING CONTRIBUTIONS
Subject to Section 3 below, a Participant who is still employed by an
Employer may withdraw, at any time after attaining age 59 1/2, all or part of
the portion of his Accounts in the Plan. A Participant may, in the event of the
Participant's Hardship pursuant to Section 2 below, withdraw at any time prior
to reaching age 59 1/2 any portion of his Account attributable to his Thrift,
CODA (other than earnings on CODA Contributions), or Rollover Contributions,
provided that the Participant will be subject to a six-month suspension of
contributions to the Plan in accordance with Section 2 below. In addition, a
Participant may withdraw certain amounts from the Plan under other
circumstances, as follows:
(a) A Participant who has not attained age 59 1/2 may make up to
seven withdrawals for any purpose during any 12-month period of any portion of
his Account attributable to Supplemental Thrift Contributions.
(b) A Participant who has not attained age 59 1/2 may withdraw any or
all of the portion of his account attributable to his Basic Thrift Contributions
made to the Plan, provided that he will be subject to a six month suspension
from making any Thrift Contributions, after which suspension period he may
resume making Thrift Contributions by entering into a new agreement in
accordance with the requirements of Section (1) of Article III.
(2) HARDSHIP WITHDRAWALS
(a) A Participant may withdraw an amount from the portion of his
Account attributable to CODA Contributions, Thrift Contributions, or Rollover
Contributions on account of a Hardship. A Participant shall be deemed to have
incurred a Hardship only if he demonstrates to the satisfaction of the
Administrative Committee that the distribution is necessary on account of an
immediate and heavy financial need of the Participant and is necessary to
satisfy the need. The amount withdrawn may not exceed the amount determined by
the Committee to be required to meet the immediate financial need and not
reasonably available from other resources of the Participant and in no event may
it exceed the Participant's total CODA, Thrift, and Rollover Contributions,
reduced by any previous withdrawals. In determining the existence of a Hardship
and the amount required to be distributed to meet the need created by the
Hardship, the Committee shall act in accordance with uniform and
nondiscriminatory standards and on the basis of such information and evidence as
it shall reasonably require from the Participant. Any withdrawal on account of
hardship shall be paid first from a Participant's Thrift
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Contributions, second from Rollover Contributions, third from income earned on
CODA Contributions, fourth from Supplemental CODA Contributions, and fifth from
Basic CODA Contributions.
(b) A request for a withdrawal will be considered to be on account of
an immediate and heavy financial need if the withdrawal is for
(i) unreimbursable expenses for medical care (as defined in
Section 213(d) of the Code) previously incurred by the employee, the employee's
spouse or any dependents of the employee or necessary for these persons to
obtain medical care (as defined in Section 213(d) of the Code) in advance of
medical treatment;
(ii) costs directly related to the purchase of a principal
residence for the employee (excluding mortgage payments);
(iii) payment of tuition and related educational fees for the
next 12-months of post-secondary education for the employee, or the employee's
spouse, children or dependents;
(iv) payments necessary to prevent the eviction of the employee
from the employee's principal residence or foreclosure on the mortgage on that
residence; or
(v) other extraordinary and non-recurring events which in the
opinion of the Administrative Committee constitute a hardship creating an
immediate and heavy financial need.
c) A withdrawal will generally be considered necessary to satisfy an
immediate and heavy financial need if:
(i) the distribution is not in excess of the amount of the
immediate and heavy financial need (including, to the extent requested by the
Participant, any amounts necessary to pay any income taxes or penalties
reasonably anticipated to result from the distribution);
(ii) the employee has obtained all distributions other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer; and
(iii) the Participant submits a written representation that the
need cannot be satisfied through reimbursement or compensation by insurance or
otherwise, liquidation of the employee's assets, cessation of CODA and Thrift
Contributions, other distributions or loans from any Employer's plan, or by
borrowing from Commercial sources on reasonable commercial terms.
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(d) A Participant who withdraws any or all of the portion of his
Accounts because of a Hardship must suspend his election to make any CODA
Contributions or any Thrift Contributions to this Plan for a period of six
months following such withdrawal after which time he may resume making Thrift
and/or CODA Contributions by entering into a new agreement in accordance with
the requirements of Section (1) of Article III.
(3) WITHDRAWAL AT AGE 59 1/2
Any Participant who is at least 59 1/2 may withdraw all or part of his
Account attributable to Rollover Contributions, Matching Contributions, and CODA
Contributions, subject to the following limitations:
(i) Once such a withdrawal is made, another withdrawal under this
Article IV(3) will not be permitted during the twenty-four month period
following the date of the payment of the withdrawal to the Participant; and
(ii) The minimum amount of any withdrawal authorized under this
Article IV(3) is $1,000.
(4) PROCEDURE FOR WITHDRAWAL
A Participant may withdraw amounts under this Article only upon following
procedures established by the Plan Administrator. Withdrawals shall be
distributed as soon as practicable after completion of such procedures and, in
the case of a Hardship withdrawal, determination of a Hardship in accordance
with the Plan's normal processing standards.
(5) VALUATION PROCEDURES
Each withdrawal shall be charged to the Participant's Account on the
Valuation Date immediately preceding the date on which the distribution is
determined in accordance with Article VI(2). In the event that the portion
(Thrift, CODA, or Rollover) of the Participant's Account from which the
withdrawal is made is invested in more than one Investment Fund at the time of
any withdrawal, the amount withdrawn shall be charged to each Investment Fund in
proportion to the value of the investment of such portion of his Account in such
Fund on such Valuation Date.
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ARTICLE V
PERFORMANCE SHARING TRUST
(1) CONTRIBUTIONS
(a) All Contributions under the Plan will be paid into a Trust Fund
established pursuant to an agreement between the Corporation and the Trustee.
The Corporation's Monthly Matching Contribution shall be made to the Trust Fund
as soon as practicable after the end of each month to which such Contribution is
attributable, provided that, except as provided in Section VII(3), a Participant
(other than a Participant who left the Plan during the month under the
provisions of Section VII(l)) must be an Employee on the last day of the month
in order to be allocated a Matching Contribution for that month. CODA and Thrift
Contributions will be transferred to the Trustee each month, but in no case
later than 30 days after the end of the Plan Year.
(b) The Trust Fund will be held, invested, and disbursed by the Trustee
from time to time acting in accordance with the provisions of the Plan and the
Trust Agreement. All benefits payable under the Plan will be paid from the Trust
Fund.
(2) TRUST FUND
(a) The Corporation has established a trust which is part of this Plan
pursuant to a trust agreement between the Corporation and Banco Popular de
Puerto Rico.
(b) The Board of Directors may, at its discretion, from time to time
appoint an investment manager or managers or name a fiduciary to direct the
Trustee with respect to the investment of all or any part of the Trust Fund. The
Trust Fund is for the exclusive benefit of Participants and their Beneficiaries
and may also be used to pay any reasonable expenses arising from the operation
of the Plan, including Trustee fees and expenses to the extent the latter are
not paid directly by the Corporation. In no event shall any part of the corpus
or income of the Trust Fund be used for, or diverted to, any other purpose. In
no event shall any Contribution by the Corporation to this Trust Fund or income
therefrom revert to the Corporation except as provided in Article XII(10).
(c) No person shall have any interest in or right to the Trust Fund or any
part thereof, except as expressly provided in the Plan.
(d) No liability for payments under the Plan shall be imposed upon the Plan
Administrator, the Administrative Committee, the Corporation, the Employing
Companies, or the officers, directors, or stockholders of the Corporation or
Employing Companies, except as, and only to the extent, expressly provided by
law and none of the foregoing nor any fiduciary guarantees.against investment
loss or asset depreciation.
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(3) PURCHASE OF MARTIN MARIETTA CORPORATION SHARES
(a) The Master Trustee shall purchase any Martin Marietta Corporation
shares required for the Plan, or cause such shares to be purchased, in the open
market or by private purchase, including purchase from the Corporation. Any
purchase from the Corporation shall be made at a price equal to the closing
price per share as reported for New York Stock Exchange Composite Transactions
on the date of purchase or, if no sales were made on that date, at the closing
price on the next preceding day on which sales were made. All purchases by the
Master Trustee shall normally be made pursuant to a pre-existing, non-
discretionary purchase agreement between the Corporation and the Master Trustee.
(b) The Master Trustee may temporarily hold in cash, may deposit at
reasonable interest rates with banks and may invest in short-term cash
equivalents which are highly liquid and of high quality, funds applicable to the
purchase of Martin Marietta shares pending investment of such funds in such
shares.
(4) VOTING AND TENDERING OF MARTIN MARIETTA CORPORATION SHARES
(a) In General. Each Participant who has an account balance invested in
----------
the Martin Marietta Common Stock Fund, is for the purposes of Article V(4),
hereby designated a named fiduciary with respect to any decision which under
this Article V(4) is subject to Participant direction. The Master Trustee shall
respond to a tender offer or vote shares of Martin Marietta Corporation Common
Stock held in the Martin Marietta Common Stock Fund as of the applicable record
date through proxy or consent, as the case may be, in each case in accordance
with the directions of Participants received either directly by the Master
Trustee or from a record keeping agent retained by the Master Trustee or the
Corporation (the "Tabulation Service") with respect to such votes and tender
offers.
(b) Voting of Companv Stock. Each Participant is entitled to direct the
-----------------------
Master Trustee as to the manner in which shares of Martin Marietta Corporation
Common Stock attributable to the investment of his Account in the Martin
Marietta Common Stock Fund are to be voted. Upon receipt of such instructions,
either directly or through a Tabulation Service, the Master Trustee shall vote
such shares as instructed. Each Participant who issues timely and proper
directions with respect to the shares of Martin Marietta Corporation Common
Stock attributable to the investment of his Account in the Martin Marietta
Common Stock Fund shall be deemed to have issued timely and proper directions
with respect to a proportionate share of Martin Marietta Corporation Common
Stock held in the Martin Marietta Common Stock Fund for which timely or proper
directions were not received and the Master Trustee shall vote shares of Martin
Marietta Common Stock for which the Master Trustee received no timely or proper
voting instructions in the same manner and in the same proportion, as the shares
for which the Master Trustee received timely and proper voting instructions are
voted.
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(c) Tender Offer.
------------
(i) Applicability. The provisions of this Article V(4)(c) shall
-------------
apply in the event any person, either alone or in conjunction with others, makes
a tender offer, exchange offer, or otherwise offers to purchase or solicit an
offer to sell to such person one percent (1%) or more of the outstanding shares
of Martin Marietta Corporation Common Stock (either singly in one offer or any
offer which when combined with all other offers made in the immediately
preceding twelve (12) months would exceed 1%) (herein referred to as a "tender
offer"). As to any such tender offer, each Participant shall have the right to
direct the Master Trustee as to the response to be made with respect to the
shares attributable to the investment of his Account in the Martin Marietta
Common Stock Fund.
(ii) Instructions to Trustee. Neither the Trustee nor the Master
-----------------------
Trustee may take any action in response to a tender offer except as otherwise
provided in this Article V(4)(c). Each Participant is entitled to direct the
Master Trustee either directly or through the Tabulation Service to sell, offer
to sell, exchange or otherwise dispose of the shares attributable to the
investment of his Account in the Martin Marietta Common Stock Fund in accordance
with the provisions, conditions and terms of such tender offer and the
provisions of this Article V(4)(c) or to decline to sell, offer to sell,
exchange or otherwise dispose of such shares. The Master Trustee shall sell,
offer to sell, exchange or otherwise dispose of the shares with respect to which
it has received timely and valid directions to do so under this Article V(4)(c).
To the extent to which Participants do not issue timely or valid directions to
the Master Trustee as to how to respond to the tender offer with respect to
shares attributable to investments in the Martin Marietta Common Stock Fund,
such individuals shall be deemed to have directed the Trustee that such shares
shall remain invested in Martin Marietta Corporation Common Stock.
(d) All instructions received by the Tabulation Service and/or the Trustee
---------------
(or the Master Trustee) from Participants regarding the voting or responding to
a tender offer under this Article V(4)(c) shall be confidential and shall not be
divulged to the Employer or to any director, officer, employee or agent of the
Employer, it being the intent of this Article V(4) to ensure that the Employer
(and its directors, officers, employees and agents) cannot determine the
instructions given by any individual employee.
(e) Distribution of Materials.
-------------------------
(i) Voting - Before each annual or special meeting of shareholders of
------
the Corporation there shall be sent by the Corporation to the Master Trustee or
the Trustee a copy of the proxy solicitation material for such meeting, together
with a form requesting instructions to the Master Trustee on how to vote the
shares attributable to such Participant's investment of his Account in the
Martin Marietta Common Stock Fund. Instructions to the Master Trustee shall be
in such form and pursuant to such regulations
19
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as the Administrative Committee may prescribe. The Master Trustee shall
promptly distribute the proxy solicitation materials and the instruction form to
each Participant.
(ii) Tender Offer - With respect to any tender offer, the Master
------------
Trustee or the Trustee shall distribute any materials made available to it by
the person issuing the tender offer as well as any materials the Corporation or
the Administrative Committee considers appropriate or helpful to Participants in
responding to the tender offer and a form requesting instructions to the Master
Trustee as to how to respond to the tender offer with respect to shares
attributable to each such Participant's investment of his Account in the Martin
Marietta Common Stock Fund.
(f) Procedures. The Administrative Committee may from time to time
----------
develop additional procedures for the distribution of materials and the
collection and tabulation of Participant instructions by the Master Trustee or
by the Trustee.
20
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ARTICLE VI
ALLOCATIONS TO PARTICIPANTS
(1) PARTICIPANT ACCOUNTS
(a) An Account shall be established for each Participant and Limited
Participant. The Plan Administrator shall keep appropriate books and records
showing the respective interests of all the Participants hereunder or the Plan
Administrator may delegate that responsibility to the Trustee or to a third
party record keeper.
(b) The Corporation's Matching Contributions shall be allocated to and
among the Participants to which such Contribution is applicable, as provided in
Article III(5).
(c) CODA and Thrift Contributions shall be allocated to the Participant's
Account as of the Valuation Date for the month for which the Contribution is
applicable, but no later than the last day of the Plan Year for which they are
made.
(d) Each Participant must elect, at the time the Participant's Account is
established, the Investment Fund or Funds (in 5% increments) in which Thrift,
CODA, and Rollover Contributions and Matching Contributions will be invested,
according to the following options available under the Master Trust:
(i) Indexed Eguity Fund ("Fund A") -- an equities fund invested in
common stock and designed by the Trustee to provide investment results that
closely approximate the overall performance of the Standard and Poor's 500
Index.
(ii) Fixed Income Fund ("Fund B") -- a fixed income fund invested in
fixed income vehicles, includinq short term U.S. Treasury obligations or other
obligations which carry the full-faith and credit of the U.S. Government and
contracts with an insurance company or companies under agreements which shall
contain provisions that the insurance company or companies will guarantee
repayment in full of such amounts transferred to the insurance company or
companies plus interest at a fixed annual rate for a specified period.
(iii) Martin Marietta Common Stock Fund ("Fund C") -- a fund invested,
to the extent permitted by law, up to 100% in the Corporation's common shares;
provided, however, that investments in Fund C will not be permitted until such
time as the Administrative Committee makes such Fund available to residents of
Puerto Rico.
(iv) Intermediate Term Investment Grade Bond Fund ("Fund D") -- a
Fund invested in publicly traded U.S. Treasury obligations or other obligations
which carry the full faith and credit of the U.S. Government as well as
corporate fixed income securities
21
<PAGE>
with an average grade by Standard & Poor's Corporation of AA (or equivalent
grade by another widely recognized bond rating organization) or better and an
average maturity of three to five years.
(v) Long Term Investment Grade Bond Fund ("Fund E") -- a Fund
invested in publicly traded U.S. Treasury obligations or other obligations which
carry the full faith and credit of the U.S. Government as well as corporate
fixed income securities with an average maturity of approximately 10 years and
an average grade by Standard & Poor's Corporation of AA (or equivalent grade by
another widely recognized bond rating organization) or better.
(vi) Notwithstanding the foregoing, no portion of the Account of a
Participant who is an executive officer or director of the Corporation may be
invested in the Martin Marietta Common Stock Fund except as set forth in
subsection (e). Also, notwithstanding the foregoing, the Master Trustee may, at
its sole discretion, invest amounts in money market funds, checking accounts, or
the like, pending investment in Funds A, B, C, D, or E, including any investment
delays pending satisfaction with any applicable securities laws.
(e) Investments in the Martin Marietta Common Stock Fund attributable to
Matching Contributions may be transferred to any other Fund in the Master Trust
by a Participant in accordance with paragraph (f) below; provided, however, that
transfers by a Participant who is an executive officer or director may only be
made pursuant to an election that (i) is made at least six months after the date
of the Participant's last election to make a transfer into or out of the Martin
Marietta Common Stock Fund, and (ii) occurs during the "window period" set forth
in Securities and Exchange Commission Rule 16b-3(e)(3).
(f) A Participant may elect to change his investment election for future
Rollover, Matching, CODA, and Thrift Contributions once each calendar month in
5% increments. Additionally, up to six times each Plan Year, a Participant may
change the investment mix of the portion of his Account attributable to CODA,
Thrift, Rollover or Matching Contributions by designating the proportion (in 5%
increments) of previously invested Contributions and associated earnings to be
invested in another Investment Fund described in subsection (d) above.
Notwithstanding the foregoing, except as provided in (e), a Participant who is
an executive officer or director of the Corporation may not make transfers into
or out of the Martin Marietta Common Stock Fund and a Participant who is
receiving installment payments under Article VII(4)(c) may only invest his
Account in the Fixed Income Fund or the Intermediate Term Investment Grade Bond
Fund.
Any change pursuant to this subsection is to be by application to the Plan
Administrator or his delegate in a manner designated by the Plan Administrator
for that purpose. Change of Investment Funds for future Contributions will be
effective as of the first pay period of the month following the month that the
Plan Administrator receives the
22
<PAGE>
investment election, provided such receipt occurs on or before the 20th of the
month. If the Plan Administrator receives an investment election after the 20th
of any month, such election shall be effective as of the first pay period of the
second month following the month that the Plan Administrator receives the
investment election. Reinvestment of all or part of an existing Account balance
will be effective as of the close of business on the final business day of the
month in which the Plan Administrator receives the investment election, provided
that if the Plan Administrator receives the investment election after midnight
of the final business day of any month but before the first day of the following
month, then such investment election shall be effective as of the close of
business of the final business day of the month after the month in which the
Plan Administrator receives the investment election.
(2) VALUATION OF ACCOUNTS
As of each Valuation Date, the Master Trustee shall determine the Value of
each Investment Fund. As of any applicable date, the value of each Account
shall be expressed in terms of its cash value.
(3) APPLICATION OF FORFEITURES
As of the last day in each Plan Year, the Administrative Committee shall
determine the total amount forfeited to the Plan during such Plan Year.under
Section XI(8). Forfeitures shall be applied and used as soon as possible to
reduce the Corporation's Matching Contribution.
23
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ARTICLE VII
ACCOUNT DISTRIBUTION:
RETIREMENT; DISABILITY; DEATH; TRANSFER; LAYOFF; TERMINATION
(1) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT: RETIREMENT, DISABILITY,
DEATH, AND LAYOFF
(a) A Participant shall be eligible to receive the entire amount to the
credit of his Account in the event of the Participant's:
(i) Retirement from active service;
(ii) Total and permanent disability for which the Participant would be
eligible to receive long-term disability benefits under an Employer's group
insurance plan;
(iii) Death occurring while an Employee; or
(iv) Termination of employment by layoff due to lack of work.
(b) In the event of the death of a Participant, payment of such
Participant's Account shall be made to his Beneficiary.
(2) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT: OTHER TERMINATION OF
EMPLOYMENT
(a) If the employment of a Participant is terminated otherwise than by
Retirement, death, disability, or layoff due to lack of work, such Participant
shall be eligible to receive the total amount in his Account.
(3) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT: TRANSFERS
OF EMPLOYMENT
If a Participant is transferred to a class of employment not covered by
this Plan, no further Contributions shall be made by or on behalf of such
Participant under the Plan for the Plan Year in which the transfer occurred. An
Employee who transfers from one subsidiary, division, or business unit within
the Employer or any entity required to be aggregated with the Employer under
Section 414(b), (c), (m) or (o) of the Code shall not be eligible for a
distribution. Upon actual severance from service with the Employer (and all
such entities), such Participant shall receive a distribution as set forth in
Section (1) or (2) above, whichever is applicable. The provisions of this
Article VII (3) shall also apply in the case of a Participant(s) who is
transferred to a class of employment not covered by the Plan by virtue of the
Corporation's divestiture or sale of all or part of an Employing Company. In
such case, the Trustee, at the direction of the Administrative Committee, may
transfer the Account of such Participant(s) to a trust qualified under
24
<PAGE>
Section 165(a) of the ITA.
(4) PAYMENT OF PARTICIPANT ACCOUNT
(a) A terminated Employee or Beneficiary who is eligible for a
distribution from the Plan pursuant to Section (1) or (2) shall make an
application therefor to the Plan Administrator or his delegate in a manner
designated by the Plan Administrator. Unless a different election is in effect
under subsection (b) or (c), the distribution will be made:
(i) As a single distribution as soon as practicable, in accordance
with the Plan's normal processing standards and procedures. The
Valuation Date for the distribution will be the last day of the month
preceding the month in which the Participant's payment record is
submitted to the Plan's record keeper.
-OR-
(ii) If so requested by the Employee or Beneficiary on the
application, as a single distribution to be issued as soon as
practicable on or after the last day of February of the next
succeeding Plan Year in which such Employee's service shall have
terminated, valued as of the January 31 of such succeeding Plan Year.
(b) An Employee may elect to make an irrevocable election that the payment
of his Account be deferred and be made in a single lump sum payment as soon as
practicable after his attainment of age 65, or if so requested by the
Participant's surviving spouse, as a deferred lump sum payment as soon as
practicable after the surviving spouse's attainment of age 65, (or if earlier,
the date on which the Employee would have attained age 70 1/2), or as a single
lump sum distribution as described in Sections 4(a)(i) and (ii) above. The
deferred lump sum payment will be paid in a lump sum equal to its value on the
last day of the month in which the Employee (or surviving spouse) attains age 65
(or would have attained age 70 1/2 where applicable).
(c) An Employee who is eligible for Retirement under the terms of a
defined benefit plan sponsored by the Employer may elect to have his Account
paid to him in annual installments over a fixed number of years, not to exceed
the lesser of 25 years or the number of years until the Participant's attainment
of age 84, as follows:
(i) The first annual payment will be made as soon as practicable, on
or after the last day of the month in which the Participant elects to
have the installment payment begin, but in no event later than the
time specified in Section 4(a)(ii). All subsequent installments will
be paid on each succeeding anniversary of the first installment or as
soon as practicable thereafter. The amount of each annual payment will
be determined by
25
<PAGE>
dividing the value of the Employee's account balance (determined in
accordance with subsection (iv) below) by the number of years
remaining in the payment schedule.
(ii) Each Employee who elects the installment option may also elect to
make interim withdrawals of amounts not less than $1,000 at any time
after the payment of the first installment has been made; provided
that an Employee who elects such an interim withdrawal may not make
another interim withdrawal for at least 24 months following the
Employee's prior interim withdrawal.
(iii) In the event that at any Valuation Date, the balance in an
Employee's Account is $1,000 or less, the entire Account balance will
be distributed to him on the next date for which an installment
payment is scheduled or an interim withdrawal is elected. Such
distribution will be in full satisfaction of such Employee's rights
under this Plan.
(iv) In the event the Participant dies prior to a complete
distribution of his Account, the balance of his Account will be paid
in a single lump sum payment to his Beneficiary in accordance with (a)
or (b) above.
(v) All payments under this paragraph 4(c) shall be valued as of the
Valuation Date preceding the month in which the payment is scheduled
to be made. (vi) Once an Employee has elected the installment option
provided in this paragraph 4(c), his entire Account balance will be
transferred to the Fixed Income Fund.
(d) With respect to the portion of an Account invested in the Indexed
Equity Fund, the Fixed Income Fund, or the Intermediate Term Investment Grade
Bond Fund, distributions shall be made in cash. With respect to the portion of
an Account invested in the Martin Marietta Common Stock Fund, distributions
shall be made in shares of the Corporation (with cash in lieu of any fractional
share) unless cash is requested.
(e) Notwithstanding subsections (a) and (b), no distribution shall be made
pursuant to Section (4) if, at the time such distribution would be made, the
Participant has been reemployed by an Employing Company or an entity required to
be aggregated with the employer under Section 414(b), (c), (m), or (o) of the
Code.
(5) OTHER DISTRIBUTIONS
In the event that a loan made to a Participant under Article VIII is in
default and the Administrative Committee determines that it is necessary for a
distribution to be made under the Plan in order to cure such default and that
such a distribution could be made under the terms of this Plan and Section
165(e)(2) of the ITA, the Committee, with notice to the Participant, shall cause
a distribution to be made on behalf of the Participant under the Plan which
shall be applied by the Committee to the unpaid balance of the loan, including
accrued interest. Such distribution shall be charged against the Participant's
26
<PAGE>
Account in the following manner: first, to the portion attributable to
Supplemental Thrift Contributions; second, to the portion attributable to
Supplemental CODA Contributions, if the Participant is over age 59-1/2; third,
to the portion attributable to Basic Thrift Contributions; fourth, to the
portion attributable to Basic CODA Contributions, if the Participant is over age
59-1/2; fifth, to the portion attributable to Supplemental, and then Basic, CODA
Contributions qualifying for withdrawal under Article IV(2); and sixth, to the
portion attributable to Matching Contributions. Any such distribution shall be
treated as a withdrawal by the Participant and shall be subject to whatever
restrictions are applicable under Article IV.
(6) QUALIFIED DOMESTIC RELATIONS ORDERS
Payments shall be made in accordance with any order determined by the Plan
Administrator to be a qualified domestic relations order except that payments
may be made only in the form of a lump sum distribution in accordance with
Article VII (4). Notwithstanding the foregoing, a payment under a qualified
domestic relations order may commence at the time set forth in the order, even
if such time would be earlier than the date on which the amount would otherwise
be payable to the Participant under Article VII(l) or (2).
(7) ADDITIONAL DISTRIBUTION RULES
(a) Distributions of Small Amounts. In the event a Participant's Account
------------------------------
exceeds $3500 as of the Valuation Date immediately preceding his termination of
employment, then his Account will not be distributed to him prior to his
attainment of age 65 without written consent of the Participant. If a
Participant's Account is $3500 or less as of such date, then the Account shall
be distributed in a single lump sum without consent of the Participant.
(b) Distribution Due Dates. The distribution of a Participant's Account
----------------------
shall begin not later than the sixtieth day after the close of the Plan Year in
which the latest of the following dates occurs -
(i) the date on which the Participant attains age 65;
(ii) the tenth anniversary of the year in which the Participant
commenced participation in the Plan; or
(iii) the date on which the Participant terminates service with the
Employer.
(c) Minimum Distribution Requirements. The provisions of this Article
---------------------------------
VII(7)(c) shall apply notwithstanding any other provision of the Plan to the
contrary. Article VII(7)(c) shall be applied in accordance with Section
401(a)(9) of the Code and any regulations issued under that Section, including
the minimum distribution incidental benefit
27
<PAGE>
requirement contained in Section 401(a)(9)(G) of the Code.
(i) Commencement of benefit payments. Notwithstanding any provision
---------------------------------
in this Plan to the contrary, payment of a Participant's Account must commence
no later than the first day of April of the calendar year following the year in
which the Participant attains age 70 1/2; provided however that in the case of a
Participant who attains age 70 1/2 before January 1, 1988, payment need not
commence until the first day of April of the calendar year following the
calendar year in which the later of the Participant's attainment of age 70 1/2
or retirement.
(ii) Death of the Participant. If the Participant dies after payment
------------------------
of his interest has commenced, the remaining portion of such interest shall be
paid at least as rapidly under the method of payment being used prior to the
Participant's death. If the Participant dies before payment of his interest
commences, the Participant's entire interest must be completed by December 31 of
the calendar year containing the fifth anniversary of the Participant's death
except to the extent that an election is made to receive payment in accordance
with (x) or (y) below:
(x) if any portion of the Participant's interest is payable to a
designated beneficiary and such payments are to be made over the life or life
expectancy of the designated beneficiary, such payments shall commence no later
than December 31 of the calendar year immediately following the calendar year of
the Participant's death;
(y) if, however, the designated beneficiary referred to in (x) is
the Participant's surviving Spouse, the date on which payments are required to
begin in accordance with (x) above is not required to be earlier than the later
of (1) December 31 of the calendar year immediately following the calendar year
in which the Participant died, or (2) December 31 of the calendar year in which
the Participant would have attained age 70 1/2: if, however, the Spouse dies
before such payments begin, subsequent payments shall be made as if the Spouse
had been the Participant.
Any election must be made before distributions would commence under (x) or
(y).
28
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ARTICLE VIII
LOANS TO PARTICIPANTS
(1) AVAILABILITY OF LOANS TO PARTICIPANTS
(a) The Administrative Committee may, in its discretion and effective at
such time as it specifies, provide for the availability of loans from the Plan
to Employees on whose behalf CODA Contributions have been made and any other
Participant or Beneficiary who is a party in interest within the meaning of
Section 3(14) of ERISA. If the Administrative Committee institutes such a loan
program, the loans shall be made pursuant to the provisions and limitations of
this Article.
(b) No loan shall be made by the Plan without the approval of the
Administrative Committee or its delegate, whose action thereon shall be final.
No loan shall be made to a Participant who is not an Employee of an Employing
Company or a party in interest within the meaning of Section 3(14) of ERISA at
the time the loan application is made to the Committee.
(c) The Administrative Committee may establish rules governing the
granting of loans, provided that such rules are not inconsistent with the
provisions of this Article and that loans are made available to all Participants
on a reasonably equivalent basis. These rules may limit the number of loans a
Participant may receive, require payment of loan processing fees by the
Participant (either directly or out of his Account) or establish any other
requirements the Administrative Committee determines to be necessary or
desirable.
(2) TERMS AND CONDITIONS OF LOANS TO PARTICIPANTS
Any loan by the Plan to a Participant shall satisfy the following
requirements:
(a) Amount of Loan. At the time the loan is made, the principal amount of
--------------
the loan, plus the outstanding balance (principal plus accrued interest) due on
any other loans to the Participant from the Plan, shall not exceed the lesser of
(i) $50,000 or (ii) one-half of the value of the Participant's Account, or
$10,000 if larger. The $50,000 limit shall be reduced by the highest
outstanding balance of all qualified retirement plan loans to the Participant
during the one-year period ending on the day before the date on which the loan
is made. A "qualified retirement plan loan" is any loan from this Plan or any
other qualified retirement plan of the Employer.
(b) Investment Status of Loan. Each loan shall be treated as an
-------------------------
investment of the Trust Fund as a whole or, if the Administrative Committee so
directs, as an investment of a specified portion of the Trust Fund, such as a
borrower's Account.
29
<PAGE>
(c) Application for Loan. The Participant must give the Administrative
--------------------
Committee adequate notice, as determined by the Committee, of the amount of the
loan being requested and the desired time for receiving the loan. If a
Participant is married, his Spouse must consent in writing within the 90-day
period prior to the making of a loan.
(d) Length of Loan.
--------------
(i) The Participant shall be required to repay the loan in
approximately equal installments of principal and interest over a period not in
excess of five years. The five-year limit shall not apply to any loan the
proceeds of which are applied by the Participant to acquire, construct,
reconstruct, or substantially rehabilitate any dwelling unit that is to be used
within a reasonable time after the loan is made as the principal residence of
the Participant or of a member of his family. In the latter case, the loan
shall be for a reasonable period, as determined by the Administrative Committee.
(ii) The principal amount of the loan, together with all accrued
interest, shall, at the Plan Administrator's election, immediately become due
when the Participant is no longer an Employee of an Employing Company or a party
in interest under Section 3(14) of ERISA.
(e) Prepayment. The Participant shall be permitted to repay the loan in
----------
whole or in part at any time prior to maturity, without penalty.
(f) Notes, Interest, and Withholding. The Administrative Committee may
--------------------------------
require that the loan be evidenced by a promissory note executed by the
Participant and delivered to the Administrative Committee, and shall bear
interest at a reasonable rate determined by the Committee. For this purpose,
the Committee will use a rate of interest which provides the Plan with a return
commensurate with the interest rates charged by persons in the business of
lending money for loans under similar circumstances. Repayment of principal and
payment of interest will be made in installments not less frequently than
quarterly and normally will be effected through payroll withholding, and the
Participant shall execute any necessary documents to accomplish this as a
condition to approval of the loan.
(g) Security. The loan shall be secured by an assignment of the
--------
Participant's right, title and interest in and to his Account in the Plan. No
more than 50% of the value of the Participant's Account balance may be used to
secure a loan. Security may be required in addition to that automatically
provided under this paragraph.
(h) Default. When the Administrative Committee declares a loan to a
-------
Participant to be in default the Administrative Committee shall take reasonable
steps to eliminate the default before causing a distribution to be made to the
Participant under the provisions of Section VII(5).
30
<PAGE>
(i) Other Terms and Conditions. The Administrative Committee shall
--------------------------
fix such other terms and conditions of the loan as it deems necessary to comply
with legal requirements, to maintain the qualification of the Plan and Trust
under Section 165(a) of the ITA, to qualify as exempt from the prohibited
transaction rules of ERISA, or to prevent the treatment of the loan for tax
purposes as a distribution to the Participant. The Committee, in its discretion
for any reason, may fix other terms and conditions of the loan, not inconsistent
with the provisions of this Article VIII.
(j) No Prohibited Transactions. No loan shall be made unless such loan is
--------------------------
exempt from the tax imposed on prohibited transactions by Section 4975 of the
Code (or would be exempt from such tax if the Participant were a disqualified
person as defined in Section 4975(e)(2) of the Code) by reason of Section
4975(d)(1) of the Code.
31
<PAGE>
ARTICLE IX
ADMINISTRATION
(1) FIDUCIARIES
The Plan Administrator is a named fiduciary and shall have such
responsibilities with respect to the Plan as are prescribed by law. Fiduciaries
may serve in more than one fiduciary capacity with respect to the Plan.
(2) ADMINISTRATIVE COMMITTEE
The Plan shall be administered by an Administrative Committee consisting of
at least three members who shall be appointed from time to time by the Board of
Directors or pursuant to authorities granted by them. Members of the
Administrative Committee may participate in the benefits under the Plan provided
they are otherwise eligible to do so, but a member shall not be entitled to vote
or act upon any matter, or sign any documents, relating specifically to his own
participation under the Plan except when it relates to benefits generally.
Except as otherwise provided by the Board of Directors, no member of the
Administrative Committee shall receive any compensation for his services as
such. Members of the Administrative Committee and all persons who serve as
fiduciaries or who handle property or funds of the Plan shall be bonded in a
manner and amount required by law.
(3) POWERS OF THE ADMINISTRATIVE COMMITTEE
The Administrative Committee shall have full power and discretion to
administer the Plan in all of its details, such power to include, but not be
limited to the following:
(a) To make and enforce such rules and regulations as it shall deem
necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan, in good faith;
(c) To correct defects, supply omissions, and reconcile inconsistencies to
the extent necessary to effectuate the purposes of the Plan;
(d) To decide all questions concerning the Plan and the eligibility of any
person to participate in the Plan;
(e) To determine and advise the amount of benefits which shall be payable
to any Participant or Beneficiary;
32
<PAGE>
(f) To authorize the payment of benefits by written notice to the Trustee;
and
(g) To file or cause to be filed all such annual reports, returns,
schedules, registrations, descriptions, financial statements, and other
statements as may be required by any federal or state statute, agency, or
authority within the time prescribed by law or regulation for filing such
documents.
(4) UNIFORM ADMINISTRATION
Whenever, in the administration of the Plan, any action by the
Administrative Committee is required, such action shall be uniform in nature as
applied to all persons similarly situated.
(5) CONCLUSIVENESS OF ACTION
Except as provided in Article IX(2), the Administrative Committee shall
have the exclusive right to determine any question arising in connection with
the interpretation, application or administration of the Plan, and its
determination in good faith shall be conclusive and binding upon all parties
concerned, including, without limitation, any and all employees, Participants,
spouses, Beneficiaries, heirs, distributes, estates, executors, administrators,
and assigns.
(6) EMPLOYMENT OF COUNSEL
The Administrative Committee may employ such counsel, who may be counsel
for the Corporation, accountants, agents, and other persons to perform clerical
and other services as it may require in carrying out the provisions of the Plan,
and shall charge the fees, charges, and costs resulting from such employment as
an expense to the Trust Fund to the extent not paid by the Corporation. Except
as otherwise provided by law, persons employed by the Administrative Committee
as counsel, agents, or otherwise may include members of the Committee, of the
Board of Directors of any Employer or firms with which any such members are
associated as partners, employees, or otherwise. Persons serving on the
Committee shall be fully protected in acting or refraining from acting in
accordance with the advice of counsel.
(7) ALLOCATION OR DELEGATION OF RESPONSIBILITIES AND DUTIES
The Administrative Committee may allocate or delegate any or all of its
responsibilities and duties hereunder to one or more persons, firms,
corporations, or associations, who may or may not be members of the Committee,
or Employing Companies or Employees. Any such allocation or delegation shall be
effected by a written instrument signed by an authorized member of the Committee
and by the party or parties to whom any responsibilities shall be allocated or
any duties delegated, and setting forth the responsibilities or duties so
allocated or delegated.
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(8) LIABILITY LIMITED
Neither the Plan Administrator, the Administrative Committee or any member
thereof, any Employer or any officer, director, or employee thereof, any party
to whom the Administrative Committee shall have allocated any responsibility or
delegated any duty pursuant to Section (7) nor any other party acting at the
request of the Administrative Committee or the Board of Directors shall be
liable for any act or omission connected with or related to the Plan or the
administration thereof, except in case of his own negligence or willful
misconduct and except as otherwise provided by federal law.
Except as otherwise provided by federal law, the Corporation, any other
Employing Company, and their officers, directors, and employees, and each member
of the Administrative Committee, shall be entitled to rely conclusively on all
tables, valuations, certificates, opinions and reports that shall be furnished
by any actuary, accountant, trustee, insurance company, counsel or other expert
who shall be employed or engaged by the Corporation, another Employer or the
Administrative Committee, and shall be fully protected in respect of any action
taken or omitted to be taken by them in good faith in reliance thereon; and any
action so taken or omitted shall be conclusive upon all persons affected
thereby.
(9) INDEMNIFICATION AND INSURANCE
To the extent permitted by law, the Employing Companies shall and do hereby
jointly and severally indemnify and agree to hold harmless any and all parties
protected under Section (8), from all loss, damage, or liability, joint or
several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
and conduct of their duly appointed agents, in the administration of the Plan,
which acts, omissions, or conduct constitutes or is alleged to constitute a
breach of such party's fiduciary or other responsibilities under ERISA or any
other law, except for those acts, omissions, or conduct resulting from his own
willful misconduct, willful failure to act, or gross negligence; provided,
however, that if any party would otherwise be entitled to indemnification
hereunder in respect of any liability and such party shall be insured against
loss as a result of such liability by any insurance contract or contracts, such
party shall be entitled to indemnification hereunder only to the extent by which
the amount of such liability shall exceed the amount thereof payable under such
insurance contract or contracts.
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ARTICLE X
AMENDMENT, TERMINATION, MERGER, AND CONSOLIDATION
(1) AMENDMENT OF PLAN
The Corporation may, except as provided in Section (4), amend any or all
provisions of this Plan at any time by written instrument identified as an
amendment of the Plan effective as of a specified date.
(2) TERMINATION OF PLAN
The Corporation expects to continue the Plan indefinitely. However, except
as provided in Section (4), the Corporation shall have the right at any time to
terminate the Plan in whole or in part by suspending or discontinuing
Contributions hereunder in whole or in part, or to otherwise terminate the Plan.
In accordance with any amendment to the Plan that may be adopted in connection
with any such termination, the Corporation may after such termination continue
the Plan and Trust in effect for the purpose of making distributions under the
Plan as they become payable, or may authorize the distribution of all or any
part of the assets of the Trust Fund as to which the Plan has been terminated.
In the event of termination the Committee shall continue to administer the Plan
and the Trustee shall continue to administer the Trust as herein provided for
application and disbursement in accordance with the Plan and as directed by the
Corporation.
(3) MERGER, CONSOLIDATION, OR TRANSFER
In the case of any merger or any consolidation with or transfer of assets
or liabilities to any other plan and trust, each Participant and Beneficiary in
the Plan must be entitled to receive a benefit immediately after the merger,
consolidation or transfer, if such plan were then terminated, equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer if the Plan had then been
terminated. No merger, consolidation, or transfer shall take place unless such
other plan and trust are qualified under ITA Section 165(e), or if such.merger,
consolidation, or transfer would cause this Plan to cease to be a qualified
plan.
(4) LIMITATION ON AMENDMENT OR TERMINATION
(a) The Corporation shall not have the power to amend or terminate the
Plan in such manner as would cause or permit any part of the assets of the Plan
held in the Trust Fund to be diverted to purposes other than for the exclusive
benefit of Participants and Beneficiaries, or as would cause or permit any
portion of such assets to revert to or become the property of the Employing
Companies, except as otherwise provided in Article XI(ll). The Corporation
shall not have the right to modify or amend the Plan in
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such manner as to reduce the accrued benefit of any Participant or Beneficiary,
to deprive any Participant or Beneficiary of any benefit to which any one of
them was entitled under the Plan by reason of Contributions made prior thereto,
or adversely to affect the rights and duties of the Administrative Committee or
the Trustee without its consent in writing, unless such modification or
amendment is necessary to conform the Plan to, or to satisfy or continue to
satisfy the conditions of, any applicable law, including ERISA, governmental
regulations or rulings, or to cause the Plan to meet or to continue to meet the
requirements for qualification of the Plan under ITA Section 165(a), or any
similar statute enacted as a successor thereto.
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ARTICLE XI
CLAIMS PROCEDURE
(1) CLAIMS FOR BENEFITS
Any Participant or Beneficiary who shall believe that he has become
entitled to a benefit hereunder and who, after filing the application referred
to in Article VII(4), shall not have received, or commenced receiving, a
distribution of such benefit, pursuant to the provisions of Article VII, or who
shall believe that he is entitled to a benefit hereunder in excess of the
benefit that he shall have received, or commenced receiving, may file a written
claim for such benefit or increased benefit with the Administrative Committee at
any time up to the end of the calendar year next following the calendar year in
which he allegedly became entitled to receive a distribution of such benefit.
Such written claim shall set forth the Participant's or Beneficiary's name and
address and shall include a statement of the facts and a reference to the
pertinent provisions of the Plan upon which such claim is based. Within ninety
(90) days after such claim is filed, the Committee shall provide the claimant
with written notice of its decision with respect to such claim. If such claim
shall be denied in whole or in part, the Committee shall, in such written notice
to the claimant, set forth in a manner calculated to be understood by the
claimant, the specific reason or reasons for denial; specific references to
pertinent provisions of the Plan upon which the denial is based; a description
of any additional material or information necessary for the claimant to perfect
his claim and an explanation as to why such material or information is
necessary; and an explanation of the provisions for review of claims set forth
in Section (2) of this Article. If special circumstances require additional
time, the Committee may extend the period allowed for notice of its decision by
a period not to exceed ninety (90) days. Written notice of such extension,
stating the circumstances requiring the extension and the date by which a final
decision is expected, shall be provided to the claimant before the expiration of
the initial ninety (90) day period. A claimant who shall not timely file his
claim as required shall to the extent permitted by law be conclusively deemed to
have waived any right to contest the determination of the Administrative
Committee.
(2) REVIEW OF CLAIM
A Participant or Beneficiary whose claim for benefits shall have been
denied may appeal such denial to the Vice President, Employee Benefits of the
Corporation and receive a full and fair review of his claim by filing with the
Vice President, Employee Benefits a written application for review at any time
within sixty (60) days after receipt from the Administrative Committee of the
written notice of denial of his claim provided for in Section (1). A
Participant or Beneficiary who shall submit a timely written application for
review shall be entitled to review any and all documents pertinent to his claim
and may submit issues and comments to the Vice President, Employee Benefits in
writing. In the discretion of the Vice President, Employee Benefits a hearing
may be held. Not
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later than sixty (60) days after receipt of a written application for review,
the Vice President of Employee Benefits shall give the claimant written notice
of his decision on review, which shall set forth in a manner calculated to be
understood by the claimant specific reasons for his decision and specific
references to the pertinent provisions of the Plan upon which the decision is
based. If special circumstances, including but not limited to the need for a
hearing as determined by the Vice President of Employee Benefits, shall require
additional time for making a decision on review, the period for decision may be
extended by not more than sixty (60) days. Written notice of such extension,
stating the circumstances requiring the extension and the date by which a final
decision is expected, shall be provided to the claimant before the expiration of
the initial sixty (60) day period. Even if the period for decision is extended
under this Section, a decision shall be made as soon as possible. The decision
of the Vice President, Employee Benefits shall, to the extent permitted by law,
be final and binding on all parties.
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ARTICLE XII
MISCELLANEOUS
(1) PROHIBITION AGAINST ALIENATION
Except as otherwise provided in this Plan, no Participant or Beneficiary
shall have any right to withdraw, assign (either at law or in equity), pledge,
transfer, appropriate, encumber, commute, alienate, or anticipate his interest
in the Plan and Trust, or any payments to be made hereunder, and no benefits,
payments, rights, or interest of such a person under the Plan shall be in any
way subject to any legal or equitable process to levy or execute upon, charge,
garnish, or attach the same for payment of any claim against such person except
pursuant to a Qualified Domestic Relations Order, nor shall any such person have
any right of any kind whatsoever with respect to the Plan and Trust, or any
estate or interest therein, or with respect to any other property or rights,
other than the right to receive such distributions as are made out of the Trust,
as and when the same are or shall become due and payable under the terms of the
Plan. Any attempt to transfer, pledge, or levy upon or otherwise alienate an
interest of a Participant or Beneficiary shall be invalid unless made pursuant
to a Qualified Domestic Relations Order.
(2) RELATIONSHIP BETWEEN EMPLOYING COMPANY AND EMPLOYEES
The adoption and maintenance of the Plan shall not be deemed to constItute
or modify a contract between any Employer and any Employee or Participant or to
be a consideration or inducement for or condition of the performance of services
by any person. Nothing herein contained shall be deemed to give to any Employee
or Participant the right to continue in the service of any Employer, to
interfere with the right of an Employer to discharge any Employee or Participant
at any time, or to give an Employer the right to require an Employee or
Participant to remain in its service or to interfere with his right to terminate
his service at any time.
(3) PARTICIPANTS' BENEFIT LIMITED TO ASSETS
Each Participant, by his participation in the Plan and Trust, shall be
conclusively deemed to have agreed to look solely to the Trust Fund, and not to
any other person, entity, or assets for the payment of any benefit to which he
may be entitled by reason of his participation, and to have consented to all of
the terms and conditions of the Plan, as the same may be amended from time to
time, and shall be bound thereby with the same force and effect as if he were a
party to this Plan.
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(4) TITLES AND HEADINGS
The titles and headings of the articles and sections in this Plan are
placed herein for convenience of reference only, and in case of any conflicts,
the text of this Plan, rather than the titles or headings, shall control.
(5) GENDER AND NUMBER
The masculine pronoun, wherever used herein, shall include the feminine
pronoun, and the singular shall include the plural, except where the context
requires otherwise.
(6) APPLICABLE LAW
The provisions of this Plan shall be construed according to the laws of the
Commonwealth of Puerto Rico, except to the extent that they are preempted by
ERISA, or by other federal law. The Plan is intended to comply with ERISA and
the ITA, and to contain a qualified cash or deferred arrangement within the
meaning of ITA Section 165 (e), and shall be interpreted and construed
accordingly.
(7) INABILITY TO LOCATE PAYEE
Anything to the contrary herein notwithstanding, if the Administrative
Committee is unable, after a reasonable effort, to locate any Participant or
Beneficiary to whom an amount is distributable hereunder, such amount shall be
forfeited. Notwithstanding the foregoing, however, such amount shall be
reinstated, by means of an additional Contribution by the Corporation if and
when a valid claim for the forfeited amount is subsequently made by the
Participant or Beneficiary or if the Administrative Committee receives proof of
death of such person, satisfactory to the Committee; in such case, payment of
the reinstated amount shall be made in accordance with the provisions of this
Plan. No such additional Contribution shall reduce the Matching Contributions
otherwise required. Any benefits lost by reason of applicable state law
relating to associate or abandoned property shall be considered forfeited but
shall not be subject to reinstatement.
(8) INCOMPETENCE OF PAYEE
In the event any benefit is payable to a minor or incompetent, to a person
otherwise under legal disability, or to a person who, in the sole judgment of
the Administrative Committee is by reason of advanced age, illness, or other
physical or mental incapacity incapable of handling the disposition of his
property, the Committee may direct the Trustee to apply the whole, or any part
of such benefit, directly to the care, comfort, maintenance, support, education,
or use of such person, or pay or distribute the whole or any part of such
benefit to (a) the parent of such person, (b) the guardian, committee, or other
legal representative, wherever appointed, of such person, (c) the
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person with whom such person resides, (d) any person having the care and control
of such person, or (e) such person personally. The receipt by the person to
whom any such payment or distribution is so made shall constitute a full and
complete discharge of the right of affected Participants, former Participants,
and Beneficiaries under the Plan.
(9) DEALING WITH THE TRUSTEE
No person dealing with the Trustee shall be obliged to see to the
application of any property paid or delivered to the Trustee or to inquire into
the expediency or propriety of any transaction or the Trustee's authority to
consummate the same, except as may specifically be required of such person under
ERISA.
(10) RETURN OF CONTRIBUTIONS
(a) All Contributions to the Plan are expressly conditioned on the
qualification, and continued qualification, of the Plan under Section 165 of the
ITA, and if such qualification shall be denied, the Participants (with respect
to Thrift Contributions) and the Corporation (with respect to all other
Contributions) shall be entitled to receive a return of Contributions made after
the effective date of such denial, net of any losses attributable thereto and
together with any earnings thereon, as soon as practicable but in any event
within one year after the denial of qualification of the Plan.
(b) The Corporation's Contributions to the Plan are conditioned upon the
deductibility of such Contributions under Section 404 of the Code and Section
23(p) of the ITA for the taxable year for which made, and the Corporation shall
be entitled to receive a return of any Contribution, net of any losses
attributable thereto, to the extent its deduction is deduction is disallowed,
within one year after such disallowance.
(c) If a Contribution is made to the Plan by the Corporation and/or a
Participant by a mistake of fact, the Corporation and/or such Participant shall
be entitled to receive a return of such Contribution, net of any losses
attributable thereto and, in the case of a Participant, together with any
earnings thereon, within one year after the making of such Contribution.
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(11) SEPARABILITY
If any provision of this Plan is found, held or deemed to be void,
unlawful, or unenforceable under any applicable statute or other controlling
law, the remainder of this Plan shall continue in full force and effect.
IN WITNESS WHEREOF this amended and restated Plan was
executed as of April 4, 1993.
MARTIN MARIETTA CORPORATION
Date May 14, 1993 By Thomas F. Kinstle
Title:
WITNESS:
Jennifer E. Bashaw
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EXHIBIT 5
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION APPEARS HERE]
March 15, 1995
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Martin Marietta Corporation Performance Sharing
Plan for Puerto Rico Employees (the "Plan")
Ladies and Gentlemen:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") on the date hereof. The Registration Statement
registers shares of common stock ("Common Stock") of Lockheed Martin Corporation
(the "Corporation") for use in connection with the Plan. The Plan contemplates
that Common Stock may be treasury or authorized but unissued shares or may be
acquired in the open market. As Assistant General Counsel of the Corporation, I
have examined such corporate records, certificates and other documents and have
reviewed such questions of law as I deemed necessary or appropriate for the
purpose of this opinion.
Based upon that examination and review, I advise you that in my opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Maryland; and
(ii) to the extent that the operation of the Plan results in the issuance
of Common Stock, such shares of Common Stock have been duly and
validly authorized and, when issued in accordance with the terms set
forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Assistant General Counsel
Lockheed Martin Corporation
<PAGE>
EXHIBIT 23-A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin
Corporation's Registration Statement (Form S-8) pertaining to the Martin
Marietta Corporation Performance Sharing Plan for Puerto Rico Employees of: (a)
our report dated January 20, 1995, with respect to the consolidated financial
statements of Martin Marietta Corporation and subsidiaries for the year ended
December 31, 1994, included in its Current Report (Form 8-K), dated February 17,
1995, and (b) our report dated November 1, 1994, with respect to the
consolidated balance sheet of Lockheed Martin Corporation as of October 31,
1994, included in its Registration Statement (Form S-4 No. 33-57645), dated
February 9, 1995, both filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Washington, D.C.
March 13, 1995
<PAGE>
EXHIBIT 23-B
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Lockheed Martin
Corporation's Registration Statement (Form S-8) pertaining to the Martin
Marietta Corporation Performance Sharing Plan for Puerto Rico Employees of our
report dated January 31, 1995, with respect to the consolidated financial
statements of Lockheed Corporation for the year ended December 25, 1994,
included in its Current Report (Form 8-K), dated February 21, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
March 13, 1995
<PAGE>
EXHIBIT 23-C
CONSENT OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Lockheed Martin Corporation of our report, dated
February 3, 1993, relating to the consolidated financial statements of GE
Aerospace Businesses as of December 31, 1992 and 1991 and for each of the years
in the two-year period ended December 31, 1992, which report is incorporated by
reference in the December 31, 1993 annual report on Form 10-K of Martin Marietta
Corporation, which is incorporated herein by reference.
Harrisburg, Pennsylvania
March 13, 1995
<PAGE>
EXHIBIT 23-D
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
20, 1994 on our audits of the combined financial statements of the General
Dynamics Space Systems Group as of December 31, 1993 and 1992 and for each of
the three years in the period ended December 31, 1993 included in the Martin
Marietta Corporation's Form 8-K dated May 13, 1994, which is incorporated by
reference into the Lockheed Martin Corporation registration statement on Form
S-4 dated February 9, 1995.
ARTHUR ANDERSEN LLP
San Diego, California
March 13, 1995
