<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
(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.. 18,582,406 $26.52 $492,805,407.10 $169,934.09
</TABLE>
- --------------------------------------------------------------------------------
(*) 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 to which this
Registration Statement relates.
(**) 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.
- --------------------------------------------------------------------------------
<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 on March 9, 1995), and any amendment or
report filed for the purpose of updating such description; and
(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;
(f) Martin Marietta Corporation Performance Sharing Plan Annual Report
on Form 11-K for the year ended December 31, 1993 filed with the Commission on
June 29, 1994; and
(g) 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 deregisters
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 and, as such, is 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.
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 Lockheed Martin Corporation Directors Deferred
Stock Plan filed by the Registrant with the Commission on March 15,
1994 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 Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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
By: /s/ Thomas F. Kinstle
-----------------
Thomas F. Kinstle
Vice President --
Employee Benefits
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons in the capacities and on the date
indicated.
<PAGE>
Signature Title Date
--------- ----- ----
/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 Chief 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*
<PAGE>
Signature Title Date
--------- ----- ----
/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/ Frank Savage Director March 15, 1995
------------
Frank Savage*
/s/ Carlisle A.H. Trost Director March 15, 1995
-------------------
Carlisle A.H. Trost*
/s/ James R. Ukropina Director March 15, 1995
-----------------
James R. Ukropina*
*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
<TABLE>
<CAPTION>
Exhibit Page
Number Description No.
------ ----------- ----
<S> <C> <C>
4. Martin Marietta Corporation Performance Sharing Plan.
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 Lockheed Martin Corporation
Directors Deferred Stock Plan filed by the Registrant with the
Commission on March 15, 1994 and incorporated herein by
reference).
</TABLE>
<PAGE>
EXHIBIT 4
November 14, 1994
MARTIN MARIETTA CORPORATION
---------------------------
PERFORMANCE SHARING PLAN
------------------------
Effective April 2, 1993, Except
as Otherwise Provided
<PAGE>
Table of Contents
INTRODUCTION............................................................... 1
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.................................... 2
(6) BENEFICIARY................................................... 2
(7) BOARD OF DIRECTORS............................................ 2
(8) CLOSING DATE.................................................. 2
(9) CODA CONTRIBUTIONS............................................ 2
(10) CODE.......................................................... 3
(11) CORPORATION................................................... 3
(12) EMPLOYEE...................................................... 3
(13) EMPLOYER...................................................... 3
(14) EMPLOYING COMPANY............................................. 3
(15) EMPLOYMENT COMMENCEMENT DATE.................................. 3
(16) ERISA......................................................... 4
(17) HIGHLY COMPENSATED EMPLOYEE................................... 4
(18) INVESTMENT FUNDS.............................................. 4
(19) LIMITED PARTICIPANT........................................... 4
(20) MAKE-UP CONTRIBUTION:......................................... 4
(21) MATCHING CONTRIBUTION......................................... 4
(22) MONTHLY MATCHING CONTRIBUTION................................. 4
(23) PARTICIPANT................................................... 5
(24) PLAN.......................................................... 5
(25) PLAN ADMINISTRATOR............................................ 5
(26) PLAN YEAR..................................................... 5
(27) REEMPLOYMENT COMMENCEMENT DATE................................ 5
(28) RETIREMENT.................................................... 5
(29) ROLLOVER ACCOUNT.............................................. 6
(30) SPECIAL CONTRIBUTION.......................................... 6
(31) SPECIAL PARTICIPANT........................................... 6
(32) SPOUSE........................................................ 6
(33) SPOUSE'S CONSENT.............................................. 6
(34) SUPPLEMENTAL CODA CONTRIBUTIONS............................... 7
(35) SUPPLEMENTAL THRIFT CONTRIBUTIONS............................. 7
(36) THRIFT CONTRIBUTIONS.......................................... 7
(37) TRANSFERRED EMPLOYEE.......................................... 7
(38) TRUST......................................................... 8
(39) TRUST FUND.................................................... 8
(40) TRUSTEE....................................................... 8
(41) VALUATION DATE................................................ 8
<PAGE>
ARTICLE II.................................................................. 9
EFFECTIVE DATE, ELIGIBILITY, AND PARTICIPATION.............................. 9
(1) EFFECTIVE DATE................................................. 9
(2) ELIGIBILITY AND PARTICIPATION.................................. 9
ARTICLE III................................................................. 11
CONTRIBUTIONS............................................................... 11
(1) CONTRIBUTION ELECTIONS......................................... 11
(2) CODA CONTRIBUTIONS............................................. 13
(3) THRIFT CONTRIBUTIONS........................................... 16
(4) MAKE-UP CONTRIBUTION........................................... 17
(5) ROLLOVER CONTRIBUTIONS......................................... 18
(6) CORPORATION MATCHING CONTRIBUTIONS............................. 19
(a) Amount................................................. 19
------
(b) Determination.......................................... 21
-------------
(7) LIMIT ON TOTAL CORPORATION CONTRIBUTIONS....................... 22
(8) MULTIPLE USE LIMITATION........................................ 22
(9) PLAN TO PLAN TRANSFER.......................................... 22
ARTICLE IV.................................................................. 24
WITHDRAWALS................................................................. 24
(1) THRIFT, CODA, ROLLOVER, AND MATCHING
CONTRIBUTIONS.................................................. 24
(2) HARDSHIP WITHDRAWALS........................................... 25
(3) WITHDRAWAL AT AGE 59 1/2....................................... 27
(4) PROCEDURE FOR WITHDRAWAL....................................... 27
(5) VALUATION PROCEDURES........................................... 27
ARTICLE V................................................................... 28
PERFORMANCE SHARING TRUST................................................... 28
(1) CONTRIBUTIONS.................................................. 28
(2) TRUST FUND..................................................... 28
(3) PURCHASE OF MARTIN MARIETTA CORPORATION
SHARES......................................................... 29
(4) VOTING AND TENDERING OF MARTIN MARIETTA
CORPORATION SHARES............................................. 30
(a) In General............................................... 30
----------
(b) Voting of Company Stock.................................. 30
-----------------------
(c) Tender Offer............................................. 31
------------
(d) Confidentiality.......................................... 32
---------------
(e) Distribution of Materials................................ 32
-------------------------
(f) Procedures............................................... 33
----------
ARTICLE VI.................................................................. 34
ALLOCATIONS TO PARTICIPANTS................................................. 34
ii
<PAGE>
(1) PARTICIPANT ACCOUNTS............................................ 34
(2) VALUATION OF ACCOUNTS........................................... 37
(3) APPLICATION OF FORFEITURES...................................... 37
(4) MAXIMUM ADDITIONS............................................... 37
ARTICLE VII................................................................. 45
ACCOUNT DISTRIBUTION:
RETIREMENT; DISABILITY; DEATH; TRANSFER; LAYOFF; TERMINATION.............. 45
(1) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
RETIREMENT, DISABILITY, DEATH, AND LAYOFF....................... 45
(2) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
OTHER TERMINATION OF EMPLOYMENT................................. 45
(3) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT:
TRANSFERS OF EMPLOYMENT......................................... 46
(4) PAYMENT OF PARTICIPANT ACCOUNT.................................. 47
(5) OTHER DISTRIBUTIONS............................................. 50
(6) QUALIFIED DOMESTIC RELATIONS ORDERS............................. 50
(7) ADDITIONAL DISTRIBUTION RULES................................... 50
(a) Distributions of Small Amounts........................... 50
------------------------------
(b) Distribution Due Dates................................... 51
----------------------
(c) Minimum Distribution Requirements........................ 51
---------------------------------
(d) Rollovers to Other Plans................................. 53
------------------------
ARTICLE VIII................................................................ 55
LOANS TO PARTICIPANTS....................................................... 55
(1) AVAILABILITY OF LOANS TO PARTICIPANTS........................... 55
(2) TERMS AND CONDITIONS OF LOANS TO PARTICIPANTS................... 55
(a) Amount of Loan........................................... 55
--------------
(b) Investment Status of Loan................................ 56
-------------------------
(c) Application for Loan..................................... 56
--------------------
(d) Length of Loan........................................... 56
--------------
(e) Prepayment............................................... 57
----------
(f) Notes, Interest, and Withholding......................... 57
--------------------------------
(g) Security................................................. 57
--------
(h) Other Terms and Conditions............................... 57
--------------------------
(i) No Prohibited Transactions............................... 58
------------------------
ARTICLE IX.................................................................. 59
ADMINISTRATION.............................................................. 59
(1) FIDUCIARIES..................................................... 59
(2) ADMINISTRATIVE COMMITTEE........................................ 59
(3) POWERS OF THE ADMINISTRATIVE COMMITTEE.......................... 59
(4) UNIFORM ADMINISTRATION.......................................... 60
(5) CONCLUSIVENESS OF ACTION........................................ 60
(6) EMPLOYMENT OF COUNSEL........................................... 60
(7) ALLOCATION OR DELEGATION OF RESPONSIBILITIES
AND DUTIES...................................................... 61
iii
<PAGE>
(8) LIABILITY LIMITED............................................... 61
(9) INDEMNIFICATION AND INSURANCE................................... 61
ARTICLE X................................................................... 63
AMENDMENT, TERMINATION, MERGER, AND CONSOLIDATION 63
(1) AMENDMENT OF PLAN:.............................................. 63
(2) TERMINATION OF PLAN............................................. 63
(3) MERGER, CONSOLIDATION, OR TRANSFER.............................. 63
(4) LIMITATIONS ON AMENDMENT OR TERMINATION......................... 64
ARTICLE XI.................................................................. 65
CLAIMS PROCEDURE............................................................ 65
(1) CLAIMS FOR BENEFITS............................................. 65
(2) REVIEW OF CLAIM................................................. 65
ARTICLE XII................................................................. 67
MISCELLANEOUS............................................................... 67
(1) TOP-HEAVY PROVISIONS............................................ 67
(2) PROHIBITION AGAINST ALIENATION.................................. 69
(3) RELATIONSHIP BETWEEN EMPLOYING COMPANIES AND
EMPLOYEES....................................................... 69
(4) PARTICIPANTS' BENEFITS LIMITED TO ASSETS........................ 70
(5) TITLES AND HEADINGS............................................. 70
(6) GENDER AND NUMBER............................................... 70
(7) APPLICABLE LAW.................................................. 70
(8) INABILITY TO LOCATE PAYEE....................................... 70
(9) INCOMPETENCE OF PAYEE........................................... 71
(10) DEALING WITH THE TRUSTEE........................................ 71
(11) RETURN OF CONTRIBUTIONS......................................... 71
(12) SEPARABILITY.................................................... 72
iv
<PAGE>
MARTIN MARIETTA CORPORATION
PERFORMANCE SHARING PLAN
INTRODUCTION
The Performance Sharing Plan (the "Plan") was established, effective
April 1, 1978, by the Board of Directors of Martin Marietta Corporation (the
"Corporation") to provide 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.
The Plan was amended, effective June 1, 1982, to expand the investment
options available to employees to include a Martin Marietta Common Stock Fund.
It was further amended, effective for payroll periods beginning on or after
October 1, 1983, to provide the tax savings and retirement incentives available
with a "cash or deferred arrangement" ("CODA") permitted under Section 401(k) of
the Internal Revenue Code. Effective January 1, 1989, the Plan was amended and
restated to comply with the Tax Reform Act of 1986. Effective December 1, 1990,
the Plan's participation, investment and withdrawal provisions were amended.
Effective July 31, 1991, the procedure for investment transfers was
further liberalized by changing from 10% to 5% the increments in which
investment changes may be made. Later in 1991, another amendment, effective
October 1, 1991, changed the Plan's definitions of Base Salary and Employees,
and clarified the Plan's provisions with regard to the timing of account
distributions. Effective as of the closing date of the transaction contemplated
by the agreement executed by General Electric Company and Martin Marietta
Corporation on November 22, 1992, the Plan was amended and restated to provide
for the inclusion of additional participants in connection with such transaction
and to make other changes affecting all participants. On January 14, 1993, the
Plan was again amended and restated to clarify various minor issues related to
the Plan and the General Electric transaction. On May 2, 1994, the Plan was
further amended to provide for coverage of employees of General Dynamics
Corporation (and its affiliates) who became employees of the Company as of the
closing date of the December 21, 1993 Agreement.
On June 24, 1994, an amendment to the Plan was adopted providing for
the transfer of the participant account balances of salaried employees from the
Martin Marietta
<PAGE>
Corporation Superior Stone Division Employees Profit Sharing Plan to this Plan.
Lastly, on November 14, 1994, the Plan was again amended and
restated generally effective April 2, 1993.
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 401(a) of the Internal Revenue Code of 1986, as amended,
as a profit-sharing plan with a qualified cash or deferred arrangement as
defined in Section 401(k)(2) of the Code. Except as provided in the Plan, in no
manner shall any assets in the Trust revert to the Corporation.
2
<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, any elective contributions made by an Employing Company
on behalf of a Participant that are excludable from taxable compensation
under Code Section 125, 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, any payments for education allowance, relocation allowance, overseas
or domestic allowances, rental allowance, rental assistance, travel
allowance, vacation allowance, mortgage allowance, imputed income and
employer contributions (other than CODA Contributions or contributions
under a plan subject to Code Section 125) to this or any other benefit
plan. Notwithstanding the foregoing, Base Salary shall not include any
amount over $200,000, or, effective January 1, 1994, $150,000 (increased
in accordance with Sections 401(a)(17) and 415(d) of the Code).
(4) BASIC CODA CONTRIBUTIONS:
Basic CODA Contributions are pre-tax contributions elected by a
Participant pursuant to Article III(2)(a)(i).
<PAGE>
(5) BASIC THRIFT CONTRIBUTIONS:
Basic Thrift Contributions are after-tax contributions elected by a
Participant pursuant to Article III(3)(a).
(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:
April 2, 1993, the date of the closing of the November 22, 1992,
transaction agreement executed by the Corporation, General Electric
Company, and Parent Corporation.
(9) CODA 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 Section 401(k)(2) of the Code.
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(10) CODE:
The Internal Revenue Code of 1986, as amended from time to time.
(11) CORPORATION:
Martin Marietta Corporation.
(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, excluding, however, an employee who is not a
citizen and resident of the United States. To the extent required by Code
Section 414(n), a "leased" worker shall be treated as an Employee but
shall not be eligible to participate in this Plan. To the extent required
by Code Section 414(o), individuals who are not otherwise Employees shall
be treated as Employees but shall not be eligible to participate in this
Plan.
(13) EMPLOYER:
An Employing Company and those employers required to be aggregated with
any Employing Company under Sections 414(b), (c), (m), or (o) of the Code.
(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.
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(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 a highly compensated employee under Section 414(q) of
the Code.
(18) INVESTMENT FUNDS:
The separate funds described in Article VI(1)(d), in which CODA and Thrift
Contributions and Matching Contributions to the Plan are invested.
(19) LIMITED PARTICIPANT:
An Employee who has either not yet 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. A Limited Participant shall be
deemed a Participant for purposes of Articles IV through XII of this Plan.
(20) MAKE-UP CONTRIBUTION:
Contribution made by a Participant pursuant to Article III(4). For
purposes of Articles IV through XII, Make-Up Contributions shall be deemed
Thrift Contributions. Make-Up Contributions attributable to missed Basic
CODA and Basic Thrift Contributions shall be deemed Basic Thrift
Contributions. Make-Up Contributions attributable to missed Supplemental
CODA and Supplemental Thrift Contributions shall be deemed Supplemental
Thrift Contributions.
(21) MATCHING CONTRIBUTION:
Contributions made by the Employer pursuant to Article III (6). For Plan
Years beginning prior to January 1, 1992, Matching Contributions were
referred to as Performance Sharing Distributions.
(22) 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
and is comprised of (i)
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all of the Matching Contribution allocable to the Accounts of Transferred
Employees, and (ii) 25% of the Basic CODA and Basic Thrift Contributions
for all other Participants, provided, however, that Monthly Matching
Contributions shall be comprised of all Matching Contributions effective
January 1, 1994.
(23) 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.
(24) PLAN:
The Martin Marietta Corporation Performance Sharing Plan, the terms of
which are herein set forth.
(25) PLAN ADMINISTRATOR:
Martin Marietta Corporation.
(26) PLAN YEAR:
The twelve-month period beginning each January 1 and ending on the next
following December 31.
(27) REEMPLOYMENT COMMENCEMENT DATE:
The first date on which a former employee, after having terminated
service, is again employed by an Employing Company.
(28) 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.
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(29) 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.
(30) SPECIAL CONTRIBUTION:
The property transferred to this Plan on behalf of a Participant or
Special Participant pursuant to Article III(9). For purposes of Articles
IV through XII, Special Contributions shall be deemed Matching
Contributions, or such other type of contribution as shall be deemed
appropriate by the Plan Administrator.
(31) SPECIAL PARTICIPANT:
A participant or former participant of another plan whose account has been
transferred to this Plan pursuant to Article III(9) and who is not an
Employee otherwise eligible for participation in this Plan under Article
II(2)(d). A Special Participant shall be deemed a Participant for
purposes of Articles IV through XII of this Plan.
(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 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;
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(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 within the
meaning of Section 414(h)(1) of the Code.
(37) TRANSFERRED EMPLOYEE:
Any Employee of the Company who, on the day before the Closing Date, was
employed by General Electric Company (or who was on layoff status) and
became an Employee of the Company on or after the Closing Date as a result
of the transaction pursuant to the agreement between the Company, General
Electric Company, and Parent Corporation dated November 22, 1992 (the
"Transaction Agreement"), as well as any Employee of the Company who,
after the Closing Date, became employed with the Company in a facility or
location of the Company that, prior to the Closing Date, was a facility or
location of the Aerospace businesses of General Electric Company
transferred to the Company as a result of the Transaction Agreement
("Aerospace Location"), provided, however, that no person shall become a
--------
Transferred Employee
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<PAGE>
after the Closing Date who, prior to becoming employed at an Aerospace
Location, was employed by the Company at a facility or location other than
an Aerospace Location. 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.
(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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<PAGE>
ARTICLE II
EFFECTIVE DATE, ELIGIBILITY, AND PARTICIPATION
(1) EFFECTIVE DATE:
The Plan, as amended and restated herein, is effective as of April 2,
1993, or such other later date as indicated herein.
(2) ELIGIBILITY AND PARTICIPATION:
(a) Each Employee who was a Participant immediately before the
Effective Date shall continue as a Participant. An Employee who
was not a Participant, but was eligible to become one immediately
before the Effective Date, may become a Participant thereafter by
making an election as provided in subsection (d) of this Section.
(b) Each Transferred Employee shall be eligible to become a Participant
as of the first day of employment by an Employing Company.
(c) An individual who does not qualify under (a) or (b) 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.
(d) An Employee's prior active employment with General Dynamics shall
be counted towards satisfying the requirement of (c) if the
Employee falls within one of the following categories:
(i) Each Employee who was employed by General Dynamics on May
1, 1994 and who became an Employee on May 2, 1994;
(ii) Each Employee who was on layoff status with General
Dynamics as of May 1, 1994 and who was subsequently
recalled by an Employing Company.
(iii) Any person who, as of May 2, 1994, was receiving long term
disability benefits
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<PAGE>
under a Plan sponsored by an Employing Company for former
General Dynamics employees and who subsequently becomes an
Employee, if he or she does so within 30 days after he or
she is no longer eligible to receive long term disability
benefits.
(e) An Employee's prior active employment with Gould, Inc. shall be
counted towards satisfying the requirement of (c) if the Employee
was employed by Gould, Inc. on September 30, 1988 and became an
Employee on October 1, 1988.
(f) A former Employee who previously met the requirements of subsection
(a), (b), or (c) 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 (c).
(g) 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.
(h) 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.
(i) A Special Participant shall be eligible to participate in the Plan
for purposes of the investment and distribution of the Account
established on his behalf as the result of the transfer of assets
from another plan to this Plan pursuant to Article III(9).
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<PAGE>
ARTICLE III
CONTRIBUTIONS
(1) CONTRIBUTION ELECTIONS:
(a) As required by Article II(2)(e), 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 l%
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) An existing contribution election of an Employee who was a
Participant immediately before and after the Effective Date
shall remain in effect until such time as it is changed or
suspended in accordance with the terms of this Plan.
(ii) The contribution election of an Employee who has
voluntarily suspended contributions 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.
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<PAGE>
(iii) The contribution election for any Employee who meets the
eligibility requirements of Article II (other than a
Participant described in subparagraphs (i), or (ii) 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.
(c) Subject to the limitations of Sections (2) and (3) of this Article,
a Participant's 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
suspended from making contributions as a result of a withdrawal
pursuant to Article IV(1) 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
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<PAGE>
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 9% (8%
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 following the Closing Date, 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 the limitation
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<PAGE>
established pursuant to Section 402(g) of the Code 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 CODA
Contributions contained in Section 401(k)(3)(A) of the Code
and Treasury Reg. 1.401(k)-1(b)(2).
(iii) At the election of the Plan Administrator, Qualified
Matching Contributions as defined in Treasury Reg.
1.401(k)-1(g)(3) which were allocated to Participants for a
Plan Year may be treated as elective contributions for
purposes of satisfying the tests referred to in Article
III(2)(b)(ii). In addition, the Corporation, on behalf of
Employing Companies, may make Qualified Nonelective
Contributions (as defined in Treasury Reg. (S)1.401(k)-
1(g)(13)) ("QNECs") for all or some Participants, which
shall be treated as elective contributions for purposes of
the tests referred to in Article III(2)(b)(ii). These
QNECs shall be allocated among the Accounts of Participants
in proportion to their Compensation for the Plan Year,
except to the extent that the Plan Administrator elects by
written notice to allocate the QNECs only among specific
Participants in the manner it designates. QNECs may not be
withdrawn before the date they could be withdrawn if deemed
CODA Contributions.
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
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<PAGE>
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 limitation in Section 402(g) of
the Code, Contributions for the rest of the Plan Year that would
have been CODA Contributions but for the limitation in Code Section
402(g) 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 limitation
in Section 402(g) of the Code, then the amount identified by the
Participant as exceeding the 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 such limitations. 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 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
(as defined in Section 414(s) of the Code) 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
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<PAGE>
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 the 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 the Closing
Date, in accordance with procedures established by the Plan
Administrator.
(d) Notwithstanding the foregoing, Thrift Contributions of any Highly
Compensated Employee shall be limited as necessary to ensure that
the Plan satisfies one of the two tests relating to Contributions
contained in Section 401(m)(2)(A) of the Code and Treas. Reg.
1.401(m)-1(b).
(e) 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
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<PAGE>
limitations set forth above. Notwithstanding any other provisions
of this Article, the Administrative Committee shall reduce the
elected percentage of Thrift Contributions (beginning first with
any Supplemental Thrift Contributions), if the Administrative
Committee determines in its sole discretion that such reduction is
necessary to assure compliance with the limitations set forth
above.
(f) If a Participant's elected percentage of Thrift Contributions
nevertheless exceeds the percentage that is permissible under the
limitations set forth above, the Participant shall be deemed to
have elected that the required reduction shall instead be
distributed to him. For the purposes of this section, Thrift
Contributions (beginning with Supplemental Thrift Contributions)
will be reduced for the Highly Compensated Employees with the
highest percentage of Thrift Contributions and Matching
Contributions relative to the Employee's compensation as necessary
to bring such Thrift Contributions into compliance with such
limitations. The reduction shall be increased by the amount of any
income (or decreased by the amount of any loss) allocable to the
Plan Year for which the Thrift Contribution was made. In
determining whether the limitations set forth above have been met,
the Administrative Committee will use each Participant's
compensation (as defined in Section 414(s) of the Code) for the
portion of the Plan Year during which such individual was eligible
to be a Participant. Any reduction of Thrift 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).
(4) MAKE-UP CONTRIBUTION:
Effective January 1, 1995, a Participant who returns to work after a
qualified absence without pay may elect to make a Make-up Contribution on
an after-tax basis. The amount of the Make-Up Contribution shall be no
greater than the sum of the CODA Contributions and Thrift Contributions
the Participant would have made during the first six months of the
qualified absence had he not been absent, based upon
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<PAGE>
his compensation and contribution rate immediately prior to his absence.
A Make-up Contribution may be made either in a lump sum payment within one
month after return to work or by payroll deduction over a period not to
exceed twelve months after return to work. The amount of the permissible
Make-up Contribution may be restricted by Internal Revenue Code
limitations on a Participant's Contributions within a Plan Year. For the
purpose of this Article III(4), a qualified absence is a continuous
absence of more than two weeks without pay for any reason for which an
employee is granted credited service under any defined benefit plan of an
Employing Company in which the Participant participates.
(5) ROLLOVER CONTRIBUTIONS:
(a) Subject to the approval of the Administrative Committee, a
Participant or a Limited Participant who:
(i) receives a distribution from an employee trust described in
Section 401(a) of the Code, which trust is exempt from tax
under Section 501(a) of the Code, or from an annuity plan
qualified under Section 403(a) of the Code, which
distribution represents an Eligible Rollover Distribution,
as defined in Section VII 7(d), or
(ii) has an individual retirement account, an individual
retirement annuity (other than an endowment contract), or a
retirement bond within the meaning of Section 408(a) or
Section 408(b) of the Code, respectively, the assets of
which are derived solely from a distribution described in
(i) above which was invested in such account, annuity or
bond within the 60 day period following the date such
distribution was made, may make a Rollover Contribution, or
have a Rollover Contribution made on his behalf, into the
Trust Fund.
A Rollover Contribution must be made in cash in an amount equal to
or less than the entire distribution described in (i) (plus any
amount withheld by the distributing plan as income tax withholding
and plus any earnings on such distribution while it was in a
rollover individual retirement account) less the amount of employee
Contributions referred to in Section 402(a)(5)(B) of the Code, or
equal to or
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less than the full value of the account, annuity or bond described
in (ii), whichever is applicable. If a distribution described in
(i) above 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 further 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
described in (i) or the full value of the account, annuity or bond
described in (ii).
(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.
(6) CORPORATION MATCHING CONTRIBUTIONS:
(a) Amount.
------
(i) Subject to the provisions of subsections (b) and (c), 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 and Make-Up
Contributions (to the extent attributable to missed Basic
CODA and Basic Thrift Contributions) made by or on behalf
of each such Participant.
(ii) The amount of the Matching Contribution for each
Transferred Employee (and, effective January 1, 1994, for
all Employees other than Transferred Employees) shall be
50% of such Transferred Employee's Basic CODA and Basic
Thrift Contributions and Make-Up Contributions (to the
extent attributable to missed Basic CODA and Basic Thrift
Contributions). Subject to the provisions of subsection
(b), the amount of the
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Matching Contribution for Employees other than Transferred
Employees for years prior to January 1, 1994 shall be based
on a Return on Shareholders' Equity (ROE) formula
calculated as follows:
(A) The ROE for each year of the three years immediately
preceding such Plan Year shall be averaged. For any
year in which the ROE was less than 10%, a 10% ROE
will be used for that year in calculating the
formula.
(B) If the average ROE so calculated is greater than
11.7%, the three-year average ROE shall be used as
the midpoint and the Matching Contribution for such
Plan Year shall equal 50.5% of Basic CODA and Thrift
Contributions, as adjusted under the following
sentence. For each 0.1% (rounded to the nearest
0.1%) by which the actual ROE for such Plan Year
varies, upward or downward, from the three-year
average, a 1.5% increase or decrease from the 50.5%
midpoint shall be made accordingly; provided,
however, that the Matching Contribution shall not be
greater than 100% or less than 25% of the Basic CODA
and Thrift Contributions made by or on behalf of the
Participant in such Plan Year; or
If the average ROE so calculated is 11.7% or less, the
Matching Contribution shall be determined as follows:
<TABLE>
<CAPTION>
Actual ROE Matching Contribution
for Such Plan Year as a percent of Basic
(rounded to nearest 0.1%) CODA and Thrift Contributions
------------------------- -----------------------------
<S> <C>
Less than 10% 25%
10% to 14.9% 25% plus 1.5%
for each 0.1%
by which actual
ROE exceeds 10%
15% and Greater 100%
</TABLE>
20
<PAGE>
(C) For any Plan Year for which the calculation of the
Matching Contribution in accordance with paragraphs (A)
and (B) above is distorted by the occurrence during
such Plan Year of an extraordinary, non-recurring event
which, under generally accepted accounting principles,
is reported as one of the following components of the
Corporation's total net income: discontinued
operations, extraordinary items or cumulative effect of
an accounting change; the Board of Directors, in its
discretion, may declare a Matching Contribution based
on the Corporation's performance without taking into
account the effect of such extraordinary non-recurring
event. The calculations for subsequent Plan Years shall
be made in accordance with paragraphs (A) and (B) above
taking into account any action taken by the Board of
Directors pursuant to this paragraph (C).
(iii) For purposes of the Plan, Return on Shareholders' Equity
(ROE) means the quotient of Return divided by Shareholders'
Equity expressed as a percentage. The term "Return" will
mean the Corporation's Net Earnings for the year. The term
"Shareholders' Equity" will mean the average of
Shareholders' Equity at the beginning of the year and at
the end of the year.
(b) Determination. The Administrative Committee shall determine the
-------------
amount of Matching Contribution to be contributed to the Plan.
Such determination, and any determination under Section (6), shall
be final and conclusive and shall not be subject to change as a
result of a subsequent adjustment of the Corporation records. The
determination by the Administrative Committee of the Matching
Contribution or the earnings on which such distributions are based
shall be binding on the Trustee and all Participants and shall not
be subject to review in any manner. Neither the Trustee,
Participants, nor any person interested in the Trust Fund shall
have any right to question that
21
<PAGE>
action, the judgment of the Administrative Committee, the accuracy
of the books of account or other data, or the method of accounting
upon which the Administrative Committee might rely. The Trustee
shall have no right or duty to inquire into the amount of the
Corporation's Contribution, but shall be accountable only for funds
actually received.
(c) Matching Contributions are subject to the limitations contained in
Code Section 401(m) and Treas. Reg. 1.401(m)-1. If Matching
Contributions allocated to a Participant and Thrift Contributions
(if any) made by such Participant must be reduced to satisfy such
limitations, then the required reduction shall be made first to
such Participant's Supplemental Thrift Contributions. If further
reductions are necessary, then such reductions shall be made on a
reasonable and nondiscriminatory way so as to maintain the Plan's
compliance with Section 401(a)(4) of the Code as well as Sections
401(k) and 401(m).
(7) 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 Section 404 of the Code, or under any other
applicable provisions of the Code.
(8) MULTIPLE USE LIMITATION:
CODA Contributions, Thrift Contributions, and Matching Contributions are
also subject to the limitation contained in Code Section 401(m)(9) and
Treas. Reg. 1.401(m)-2. In order to ensure that the Plan complies with
such limitation, the Administrative Committee may make reductions by
employing any of the methods contained in Articles III(2)(c), III(3)(e),
and III(5)(c) so long as such reductions are applied in a reasonable and
nondiscriminatory manner.
(9) PLAN TO PLAN TRANSFER:
(a) Subject to the approval and direction of the Administrative
Committee, the Trustee may accept as part of the Trust Fund, assets
and liabilities transferred from a plan qualified under Section
22
<PAGE>
401(a) and a trust qualified under Section 501(a) of the Code that
is sponsored by an Employer or received as a result of a merger or
consolidation of such a plan into this Plan.
(b) If such property is allocable to current Participants in the Plan,
it shall be credited to Participants' Accounts in accordance with
applicable law, as directed by the Administrative Committee.
(c) If such property is allocable to Special Participants, it shall be
credited to accounts established for the Special Participants, as
directed by the Administrative Committee.
(d) In no event, however, shall any Participant or Special Participant
suffer the reduction or elimination of any optional form of benefit
offered under the plan from which Special Contributions allocable
to him or her was transferred. However, any such optional form of
benefit shall apply only to the Special Contributions and not to
other Contributions made under this Plan. Any Participant or
Special Participant who is in pay status at the time of the
transfer shall remain in pay status after the transfer.
23
<PAGE>
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 after 1988), 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 Basic Thrift Contributions
made to the Plan before 1987 or Supplemental Thrift Contributions
(regardless of when made). Any withdrawal exceeding the amount of
Thrift Contributions made by a Participant on or prior to December
31, 1986 (reduced by the amount of any prior withdrawals) shall
include an allocable portion of income earned on the Participant's
Thrift Contributions.
(b) A Participant who has not attained age 59 1/2 may make one
withdrawal for any purpose during any 12-month period of any Basic
Thrift Contributions made to the Plan after 1986 but before the
Closing Date.
(c) 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 after the Closing Date, 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.
24
<PAGE>
(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 and outstanding loans and increased by any income
earned on CODA Contributions on or before December 31, 1988 and
income allocated to Rollover and Thrift Contributions. 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 Contributions made prior to 1987, second from
a Participant's Thrift Contributions made after 1986, third from
Rollover Contributions, fourth from income earned on CODA
Contributions prior to December 31, 1988, fifth from Supplemental
CODA Contributions, and sixth 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;
25
<PAGE>
(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.
(d) A Participant who withdraws any or all of the portion of his
Accounts because of a Hardship shall have his CODA Contributions or
any Thrift Contributions to this Plan suspended for a period of
26
<PAGE>
six months following such withdrawal (such suspension to be
effective as soon as administratively practicable 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:
(a) 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
(b) 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.
27
<PAGE>
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. The
Corporation's Matching Contribution which is not a Monthly Matching
Contribution will be made to the Trust Fund as soon as practicable
after the end of each Plan Year, in one or more installments, but
not later than the time prescribed by law for filing the
Corporation's Federal income tax return for such Plan Year,
including extensions thereof, provided, that, except as otherwise
provided in Section VII(3), a Participant (other than a Participant
who left the Plan during the Plan Year under the provisions of
Section VII(1)) must be an Employee at the end of the Plan Year
with respect to which such Matching Contribution (other than a
Monthly Matching Contribution) is made. 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. The Trustee, at its discretion, will
also be entitled to vote all stock held in the Trust, other than
shares in the Martin Marietta Common Stock Fund which will be voted
in accordance with the provisions of Section (4). All benefits
payable under the Plan will be paid from the Trust Fund.
(2) TRUST FUND:
(a) The Corporation has established a Performance Sharing Trust Fund
pursuant to a trust agreement between the Corporation and Banker's
Trust Company, New York, New York.
(b) The Board of Directors may, at its discretion, from time to time
appoint an investment manager or
28
<PAGE>
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 Articles IX and XI(11).
(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.
(3) PURCHASE OF MARTIN MARIETTA CORPORATION SHARES:
(a) The 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
Trustee shall normally be made pursuant to a pre-existing, non-
discretionary purchase agreement between the Corporation and the
Trustee.
(b) The 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
29
<PAGE>
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 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
Trustee or from a recordkeeping agent retained by the Trustee or
the Corporation (the "Tabulation Service") with respect to such
votes and tender offers.
(b) Voting of Company Stock.
-----------------------
Each Participant is entitled to direct the 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
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 Trustee
shall vote shares of Martin Marietta Common Stock for which the
Trustee received no timely or proper voting instructions in the
same manner and in the same proportion, as the shares for which the
Trustee received timely and proper voting instructions are voted.
30
<PAGE>
(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
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. A Trustee may not 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 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 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 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
31
<PAGE>
invested in Martin Marietta Corporation Common Stock.
(d) Confidentiality. All instructions received by the Tabulation
---------------
Service and/or the 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 Trustee a copy of the proxy solicitation
material for such meeting, together with a form requesting
instructions to the 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 Trustee shall be in such form and
pursuant to such regulations as the Administrative
Committee may prescribe. The 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
------------
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 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.
32
<PAGE>
(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
Trustee.
33
<PAGE>
ARTICLE VI
ALLOCATIONS TO PARTICIPANTS
(1) PARTICIPANT ACCOUNTS:
(a) An Account shall be established for each 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 recordkeeper.
(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, Thrift and Rollover 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, Matching, and Rollover Contributions will be
invested, according to the following options:
(i) Indexed Equity 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, including 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.
34
<PAGE>
(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.
(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 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 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.
(e) Investments in the Martin Marietta Common Stock Fund attributable
to Matching Contributions may be transferred to any other Fund 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
35
<PAGE>
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 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.
36
<PAGE>
(g) If a Special Participant does not designate an investment fund for
his or her Special Contributions, those Contributions shall be
invested in the Fixed Income Fund ("Fund B"), until such time as
the Special Participant designates an investment fund or receives a
distribution of his Account.
(2) VALUATION OF ACCOUNTS:
As of each Valuation Date, the 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 XII(8). Forfeitures shall be applied and used as soon as
possible to reduce the Corporation's Matching Contribution.
(4) MAXIMUM ADDITIONS:
(a) Notwithstanding anything contained herein to the contrary, the
Annual Additions made to a Participant's Account for any Plan Year
together with the Annual Additions on behalf of the Participant
under any other Defined Contribution Plan of the Employer for the
Plan Year shall not exceed the lesser of (i) $30,000 (or if
greater, 1/4 of the dollar limitation in effect under Code Section
415(b)(1)(A), or (ii) 25% of the Participant's Compensation for
such Plan Year. For purposes of this Section 4, the term "Annual
Additions" shall include contributions to a Defined Contribution
Plan sponsored by General Electric Company for 1993 and the term
"Compensation" shall include Compensation in 1993 received from
General Electric Company.
Annual Additions shall include all Employer Contributions
allocated to a Participant's Account under this Plan (i.e.,
Matching Contributions and CODA Contributions) and to his Account
under any other Defined Contribution Plan of the Employer, plus all
employee Contributions (including Thrift Contributions) but
excluding any Rollover Contributions.
37
<PAGE>
(b) If a Participant's Annual Additions would exceed the limitations of
subsection (a), the necessary reductions in Annual Additions shall
be made in the following order: first, under this Plan, and
secondly, under any other Defined Contribution Plan. Any
reductions required under this Plan, to satisfy the limitations of
subsection (a), shall be made first, by reducing the amount of the
Participant's Supplemental Thrift Contributions to the extent such
reductions will reduce the Annual Additions; second, by reducing
the amount of the Participant's Supplemental CODA Contributions;
third, by reducing the amount of the Participant's Basic Thrift
Contributions to the extent such reduction will reduce the Annual
Additions, which shall thereby reduce the amount of related
Matching Contributions; fourth, by reducing the amount of the
Participant's Basic CODA Contributions, which shall similarly
reduce the amount of related Matching Contributions; and fifth, by
reducing any remaining Matching Contributions.
(c) If a Participant has at any time been a Participant in any Defined
Benefit Plan maintained by an Employing Company, then for any Plan
Year, the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction shall not exceed l.0. If the
limitations of this subsection (c) are exceeded, then the
Participant's accrued benefit under the Defined Benefit Plan shall
be reduced to the extent necessary to reduce the sum of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction to
1.0. If after such reduction, the sum of these two fractions still
exceeds 1.0, then the Participants' Annual Additions will be
reduced in accordance with subsection (b).
(d) If, notwithstanding subsection (a) through (c), the Annual
Additions to a Participant's Account for any Plan Year would cause
the limitations contained in subsection (a) or (c) to be exceeded
by reason of a reasonable error in estimating a Participant's
Compensation, as a result of a reasonable error in determining the
amount of CODA Contributions that may be made with respect to any
Participant or other circumstances which the Internal Revenue
Service deems sufficient to invoke the rules of this provision,
then such Annual Additions shall be reduced to the extent necessary
to satisfy such
38
<PAGE>
limitations in the following manner and in the following order:
(i) The first reduction shall consist of Supplemental Thrift
Contributions included in such Annual Additions, which,
together with any earnings attributable thereto, shall be
returned to such Participant;
(ii) The second reduction, if necessary, shall consist of Basic
Thrift Contributions included in such Annual Additions,
which, together with any earnings thereon, shall be
returned to such Participant and the Participant's Account
shall also be reduced by the amount of related Matching
Contributions, including any earnings attributable thereto;
(iii) The third reduction, if necessary, shall consist of CODA
Contributions, which, together with any earnings thereon,
shall be returned to such Participant; any reduction of
Basic CODA Contributions shall also cause the Participant's
Account to be reduced by the amount of related Matching
Contributions, including any earnings attributable thereto.
(e) Any reduction of Matching Contributions under subsection (d)(ii) or
(iii), shall be held unallocated in a suspense account for that
Plan Year and allocated in lieu of Matching Contributions for the
next Plan Year (and succeeding Plan Years, as necessary) for all
Participants in the Plan. All investment gains or other income
less investment losses allocated to the suspense account shall
similarly be applied in lieu of Matching Contributions in the next
Plan Year and succeeding Plan Years and treated as Annual Additions
when allocated to Participants' Accounts.
(f) In applying subsection (c) to any Participant, the numerator of the
Defined Contribution Plan Fraction for any Plan Year after 1982
shall be reduced, but not below zero, by the amount (determined
under regulations issued by the Secretary of the Treasury) by which
the numerator of the Defined Contribution Plan Fraction for the
1982 Plan Year must be reduced so that the sum of the Defined
Benefit Plan Fraction
39
<PAGE>
and the Defined Contribution Plan Fraction for the 1982 Plan Year
equals l.0.
(g) For purposes of this Section, the following definitions apply:
(i) "Defined Contribution Plan" and "Defined Benefit Plan"
shall have the meanings set forth in Section 415(k) of the
Code and the regulations thereunder.
(ii) "Defined Benefit Plan Fraction" for any Plan Year means a
fraction: the numerator of which is the projected annual
benefit of a Participant (the annual benefit to which such
Participant would be entitled under the terms of the
Defined Benefit Plan on the assumptions that he continues
employment until his normal retirement age as determined
under the terms of such Defined Benefit Plan, or current
age, if older, that his Compensation continues at the same
rate as in effect in the Plan Year under consideration
until the date of his normal retirement age, or current
age, if older, and that all other relevant factors used to
determine benefits under such Defined Benefit Plan remain
constant as of the current Plan Year for all future Plan
Years) under all Defined Benefit Plans ever maintained by
any Employing Company determined as of the close of the
Plan Year, and the denominator of which is the lesser of:
(A) the product of l.25 multiplied by the dollar
limitation in effect for such Plan Year under Section
415(b)(1)(A) of the Code, or, if greater, by the
Participant's 1982 Accrued Benefit under all Defined
Benefit Plans; or
(B) the product of l.4 multiplied by the amount which may
be taken into account under Section 415(b)(1)(B) of
the Code with respect to the Participant under such
Plans for such Plan Year.
(iii) "Defined Contribution Plan Fraction" means a fraction: the
numerator of which is the sum
40
<PAGE>
of the Annual Additions to the Participant's accounts as of
the close of the Plan Year and all prior Plan Years under
all Defined Contribution Plans ever maintained by any
Employing Company, and the denominator of which is the sum
of the lesser of the following amounts determined for such
Plan Year and for each prior Plan Year included in the
Participant's service with the Employer:
(A) the product of l.25 multiplied by the dollar
limitation in effect for such Plan Year under Section
415(c)(1)(A) of the Code (determined without regard
to Section 415(c)(6)); or
(B) the product of l.4 multiplied by the amount which may
be taken into account under Section 415(c)(1)(B) of
the Code with respect to the Participant under such
Plans for the Plan Year.
(iv) At the election of the Administrative Committee, in
determining the Defined Contribution Plan Fraction with
respect to any Plan Year after 1982, the amount taken into
account under (iii) as the denominator with respect to each
Participant for all Plan Years before 1983 shall be an
amount equal to the product of:
(A) the denominator of the Defined Contribution Plan
Fraction (computed under Section 415(e)(3)(B) of the
Code as in effect on December 31, 1982) for the 1982
Plan Year, multiplied by
(B) the Transition Fraction.
(v) "Transition Fraction" means a fraction: the numerator of
which is the lesser of
(A) $51,875, or
(B) l.4 multiplied by 25% of the Compensation of the
Participant for 1981; and the denominator of which is
the lesser of
41
<PAGE>
(1) $41,500, or
(2) 25% of the Compensation of the Participant for
1981.
(vi) "1982 Accrued Benefit" means the Participant's accrued
benefit under all Defined Benefit Plans ever maintained by
an Employing Company, computed as of December 31, 1982,
when expressed as an annual benefit (within the meaning of
Section 415(b)(2) of the Code as in effect before the
enactment of the Tax Equity and Fiscal Responsibility Act
of 1982); provided, however, that there shall not be taken
into account any change in the terms and conditions of any
such Plan after July 1, 1982, nor any cost-of-living
adjustment occurring after July 1, 1982.
(vii) "Compensation" for a Plan Year shall include the following,
but not the items listed in clause (viii):
(A) The Participant's wages, salaries, bonuses, fees for
professional services, and other amounts received
(without regard to whether or not an amount is paid
in cash) for personal services actually rendered in
the course of employment with any Employer, including
earned income from sources outside the United States
(as defined in Code Section 911(b)), whether or not
excludable from gross income under Section 911 or
deductible under Section 913;
(B) Amounts received by the Participant through accident
and health insurance for personal injuries or
sickness, but only to the extent that these amounts
are includable in the Participant's gross income
under Code Sections 104(a)(3), 105(a) or (h);
(C) Amounts paid or reimbursed by any Employer for moving
expenses incurred by a Participant, but only to the
extent that these amounts are not
42
<PAGE>
deductible by the Participant under Code Section 217;
(D) The value of a nonqualified stock option granted to a
Participant by any Employer, but only to the extent
that the value of the option is includable in the
gross income of the Participant for the taxable year
in which granted; and
(E) The amount includable in the gross income of a
Participant upon his making an election under Code
Section 83(b) to include in income the value of
property transferred in connection with his
performance of services for any Employer in the
taxable year of the transfer.
(viii) "Compensation" for a Plan Year shall not include:
(A) Contributions made by an Employer to this or any
other plan of deferred compensation to the extent
that, before the application of this Section and the
Code Section 415 limitations, the Contributions are
not includable in the Participant's gross income for
the taxable year in which contributed; Contributions
to simplified employee pension plans to the extent
deductible by the Participant under Code Section
219(b)(7); or distributions from a plan of deferred
compensation, other than an unfunded plan;
(B) Amounts realized from the exercise of a nonqualified
stock option, or from the sale, exchange, or other
disposition of stock acquired under a qualified stock
option, or when restricted property held by a
Participant either becomes freely transferable or is
no longer subject to a substantial risk of
forfeiture; or
43
<PAGE>
(C) Other imputed income and amounts that receive special
tax benefits, such as premiums for group term life
insurance to the extent that they are not includable
in the Participant's gross income.
(ix) Solely for purposes of this Section, in applying the
definition of Employer, the phrase "more than 50 percent"
shall be substituted for the phrase "at least 80 percent"
wherever the latter phrase appears in Code Section
1563(a)(1).
44
<PAGE>
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.
(b) If a former Participant to whom a distribution was made under
subsection (a) prior to the Closing Date again becomes an Employee
before the expiration of five consecutive Plan Years, beginning
with the Plan Year in which the employee separated from service,
the amount which was previously forfeited, if any, will be restored
to his Account upon the repayment to the Plan of the portion of the
prior distribution attributable to Matching Contributions, valued
as of the Valuation Date applicable to the date of the
distribution. Upon receipt of a properly completed notice to the
Plan Administrator, the repayment will
45
<PAGE>
be credited to the Plan Years for which the distribution was made
and the Participant will be 100 percent vested in his Account.
Such repayment must be made before the later of (i) five years
after the date of separation from service or (ii) two years after
the date of re-employment. For purposes of this paragraph, the
first Plan Year in which an individual is absent from work on the
last day of the Plan Year by reason of a maternity or paternity
absence described in Section 203(b)(3)(E) of ERISA shall be
disregarded.
(3) ELIGIBILITY FOR AND DISTRIBUTION OF ACCOUNT: TRANSFERS OF EMPLOYMENT:
(a) 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 shall
not be eligible for a distribution. Upon actual severance from
service with the Employer, 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 Section 501(a) of the
Code holding the assets of a plan qualified under Section 401(a) of
the Code.
(b) A Participant who is transferred from Martin Marietta Corporation
to Martin Marietta Specialty Components, Inc. ("MMSC") and who is
not a Highly Compensated Employee as of the date of transfer may
elect to have his or her Account transferred to the trust holding
the assets of the Martin Marietta Specialty Components, Inc.
Savings and Security Plan. Elections under this subparagraph (b)
must be effected as follows:
(i) A Participant who transferred to MMSC on or before November
14, 1994 must make his or her election no later than
January 14, 1994.
46
<PAGE>
(ii) A Participant who transfers to MMSC after November 14, 1994, must
make his or her election within six months after the date he or she
is transferred.
At the direction of the Administrative Committee, the Trustee shall effect the
transfer of the Accounts of those eligible Participants who make timely
elections.
(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
recordkeeper.
-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) (i) 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
47
<PAGE>
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).
(ii) Effective January 1, 1995, an Employee may elect to defer
payment and may at any time thereafter prior to reaching
age 70 1/2, elect to receive a lump sum distribution or, at
any time after reaching age 55 but prior to age 70 1/2,
elect to receive annual installments pursuant to subsection
(c). The Valuation Date for the lump sum distribution will
be the last day of the month preceding the month in which
the Participant's application is submitted to the Plan's
recordkeeper.
(c) An Employee whose employment terminates on or after age 55 and who
has 5 years of service, and effective January 1, 1995, an Employee
or terminated Employee who is between 55 and 70 and 1/2 years old
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 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.
48
<PAGE>
(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.
49
<PAGE>
(5) OTHER DISTRIBUTIONS:
(a) 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 Treas. Reg. (S)1.401(k)-1(d), 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 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-l/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-l/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(1) 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
50
<PAGE>
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
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.
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<PAGE>
(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.
52
<PAGE>
Any election must be made before distributions would
commence under (x) or (y).
(d) Rollovers to Other Plans:
------------------------
(i) Notwithstanding any contrary provision of the Plan, a
Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion
of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a
Direct Rollover.
(ii) The special capitalized terms used only in this Section
shall have the meanings specified below:
(A) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance to
the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: (1)
any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a
specified period of ten years or more; (2) any
distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and (3)
the portion of any distribution that is not
includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with
respect to employer securities).
(B) "Eligible Retirement Plan" means an individual
retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described
in
53
<PAGE>
Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts
the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover
Distribution to a surviving Spouse, only an
individual retirement account or individual
retirement annuity shall be an Eligible Retirement
Plan.
(C) "Distributee" means an Employee or former Employee.
In addition, the Employee's or former Employee's
surviving Spouse and the Employee's or former
Employee's Spouse or former Spouse who is the
alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are
Distributees with regard to the interest of the
Spouse or former Spouse.
(D) "Direct Rollover" means a payment by the Plan to the
Eligible Retirement Plan specified by the
Distributee.
(iii) The provisions of this subsection VII(7)(d) shall apply
only to distributions made after December 31, 1992 and only
to the extent required by the plan qualification rules of
Section 401(a) of the Code.
54
<PAGE>
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. The $50,000 limit
55
<PAGE>
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.
(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.
(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, or such shorter
period as the Administrative Committee may designate. The
five-year limit shall not apply to any loan the proceeds of
which are applied by the Participant to acquire or
construct 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 maximum of 15
years.
(ii) The principal amount of the loan, together with all accrued
interest, shall immediately become due when the Participant
is no longer employed by an Employing Company and is no
longer a party in interest under Section 3(14) of ERISA.
56
<PAGE>
(e) Prepayment.
----------
After four months from the date the loan is made, the Participant
shall be permitted to repay the loan in whole 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
(measured at the time the loan is made) may be used to secure a
loan.
(h) 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 401(a) of the Code, to qualify as exempt from the
prohibited transaction rules of the Code or 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.
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(i) 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.
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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 the Plan Administrator and 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;
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(e) To determine and advise the amount of benefits which shall be
payable to any Participant or Beneficiary;
(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, distributees, 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.
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(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.
(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
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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 Board of Directors of the Corporation (or any person to whom such
authority has been delegated by the Board) 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 Code Section 401(a), or if such merger, consolidation, or
transfer would cause this Plan to cease to be a qualified plan.
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(4) LIMITATIONS 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(11). The Corporation shall not
have the right to modify or amend the Plan in 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
Section 401(a) of the Code, 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
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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 later than sixty (60) days after receipt of a
written application for review, the Vice President, 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, 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) TOP-HEAVY PROVISIONS:
The following provisions shall become effective in any Plan Year
subsequent to the 1983 Plan Year in which this Plan is a Top-Heavy Plan.
(a) Top-Heavy Plan Status. This Plan will be a Top-Heavy Plan for a
given Plan Year if as of the last day of the preceding Plan Year
either of the following situations occur:
(i) The ratio of the Accrued Benefits of Participants in this
Plan who are Key Employees to the Accrued Benefits for all
Participants in this Plan exceeds six-tenths (.6), or,
(ii) This Plan is part of a Required Aggregation Group, and the
ratio of the Accrued Benefits of Participants in any of the
aggregated plans who are Key Employees to the Accrued
Benefits of all Participants in the aggregated plans
exceeds six-tenths (.6).
Notwithstanding anything in (a) to the contrary, this Plan shall
not be a Top-Heavy Plan in any Plan Year in which this Plan is part
of a Required or Permissive Aggregation Group which is not Top-
Heavy. Neither shall this Plan be a Top-Heavy Plan if it is part
of a Permissive Aggregation Group which is Top-Heavy but this Plan
is not required to be part of a Required Aggregation Group.
(b) Definitions.
Key Employee. A Key Employee is a Key Employee as defined in
Section 416(i) of the Code. Compensation taken into account in
determining who is a Key Employee shall have the same meaning as
"Compensation" under Article VI(4)(g)(vii).
Accrued Benefit. The Accrued Benefit is the account balance of the
Participant in this Plan or any other defined Contribution plan and
in the case of a defined benefit plan, the Accrued Benefit as
defined under such plan, including any distribution from the Plan
within the five-year period ending on the last
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day of the preceding Plan Year. If any individual has not received
any Compensation from any Employer (other than benefits under the
Plan) at any time during the five-year period ending on the last
day of the preceding Plan Year, any Accrued Benefit for such
individual shall not be taken into account.
Required Aggregation Group. The term Required Aggregation Group
means all of the qualified plans of the Employer in which a Key
Employee is a Participant, or which are necessary for a plan to
satisfy the requirements of Sections 401(a)(4) or 410 of the Code.
Permissive Aggregation Group. The term Permissive Aggregation
Group means all of the plans of the Employer which are included in
the Required Aggregation Group plus any plans of the Employer which
are not included in the Required Aggregation Group, but which
satisfy the requirements of Sections 401(a)(4)and 410 of the Code
when considered together with the Required Aggregation Group.
Limitation Year. The term Limitation Year means the Plan Year.
(c) Minimum Benefit. The yearly minimum Contribution to this Plan for
an employee with respect to Plan Years during which this Plan is
Top-Heavy, shall be equal to the lesser of (i) 3% of the
Participant's Compensation for such Plan Year; or (ii) the highest
percentage of Compensation contributed on behalf of a Key Employee
to this Plan in the form of CODA Contributions or Matching
Contributions. The minimum Contribution shall be made regardless
of whether the Employee was a Participant in the Plan during such
Top-Heavy Plan Years provided that he was eligible to participate.
However, if any employee eligible to participate in this Plan
receives the minimum benefit required under Section 416 of the Code
under any defined benefit plan maintained by the Employer, this
paragraph (c) shall not be applicable.
(d) Excessively Top-Heavy Plan. In the event the ratio described in
paragraph (a) of this Article XI(1) exceeds nine-tenths (.9), then
the definitions of the Defined Benefit Fraction and the Defined
Contribution Fraction in Article VI(4) (g)(ii) and
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(iii) shall be changed by substituting in the denominator of each
Fraction "100 percent" instead of "125 percent." For any
Limitation Year in which the Plan is a Top-Heavy Plan, but not an
Excessively Top-Heavy Plan, the percentage described in the minimum
Contribution provision of paragraph (c) shall be 4% in lieu of 3%
indicated therein.
(2) 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.
(3) RELATIONSHIP BETWEEN EMPLOYING COMPANIES 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.
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(4) PARTICIPANTS' BENEFITS 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.
(5) 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.
(6) 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.
(7) APPLICABLE LAW:
The provisions of this Plan shall be construed according to the laws of
the State of Maryland, 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 Code, and to contain a qualified cash or deferred arrangement
within the meaning of Code Section 401(k), and shall be interpreted and
construed accordingly.
(8) 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 such 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
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shall reduce the Matching Contributions otherwise required. Any benefits
lost by reason of applicable state law relating to escheat or abandoned
property shall be considered forfeited but shall not be subject to
reinstatement.
(9) 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 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.
(10) 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.
(11) RETURN OF CONTRIBUTIONS:
(a) All Contributions to the Plan are expressly conditioned on the
initial qualification of the Plan under Section 401 of the Code,
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
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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 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
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.
(12) 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 ___________________, 1994.
MARTIN MARIETTA CORPORATION
Date By:
-------------------- ------------------------
Title:
------------------------
WITNESS:
________________________________
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THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
SoftSolution Network ID: WDC-40018.2 Type: MISC
<PAGE>
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 (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 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; (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; and (c) our report
dated May 20, 1994, with respect to the financial statements of the Martin
Marietta Corporation Performance Sharing Plan included in the Plan's Annual
Report (Form 11-K) for the year ended December 31, 1993; all 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 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
