<PAGE>
As filed with the Securities and Exchange Commission on December 6, 1999
Registration No. 333-
================================================================================
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
(State or other jurisdiction of incorporation or organization)
52-1893632
(I.R.S. Employee Identification No.)
_________________
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________
Lockheed Martin Corporation
Divested Business Deferred Management Incentive Compensation Plan
(Full title of the plan)
_________________
Marian S. Block, Esquire
Vice President and Associate 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)
_________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Title of Maximum Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) per share(2) Price(2) Registration Fee(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $40,000,000 100% $40,000,000 $10,560
Payment Obligations (2)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of determining the registration fee
under Rule 457(h) promulgated under the Securities Act of 1933, as amended.
This Registration Statement also covers an indeterminable number of additional
securities that may be issued as a result of an adjustment in the Deferred
Compensation Payment Obligations in the event of a stock split, stock dividend
or similar capital adjustment, as required by the Plan.
(2) The Deferred Compensation Payment Obligations are unsecured
obligations of Lockheed Martin Corporation to pay deferred compensation in the
future in accordance with the terms of the Lockheed Martin Corporation Divested
Business Deferred Management Incentive Compensation Plan (the "Plan"). Some
Participants in the Plan have previously elected to have compensation deferred
treated as if such amount had been used to purchase Lockheed Martin Corporation
common stock under another employee benefit plan. For purposes of this
registration statement, this investment option is referred to as Reference
Units. The Reference Units will accrue earnings or losses on deferred
compensation payment obligations based on the performance of Lockheed Martin
Corporation common stock. No additional consideration will be paid for the
Reference Units.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
________________
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission on March 22, 1999;
(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;
(c) The Registrant's Current Report on Form 8-K filed with the Commission
on April 21, 1999;
(d) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1999 filed with the Commission on May 17, 1999;
(e) The Registrant's Current Report on Form 8-K filed with the Commission
on June 9, 1999;
(f) The Registrant's Current Report on Form 8-K filed with the Commission
on June 14, 1999;
(g) The Registrant's Current Report on Form 8-K filed with the Commission
on June 24, 1999;
(h) The Registrant's Current Report on Form 8-K filed with the Commission
on June 28, 1999;
(i) The Registrant's Current Report on Form 8-K filed with the Commission
on July 22, 1999;
(j) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 1999 filed with the Commission on August 9, 1999;
(k) The Registrant's Current Report on Form 8-K filed with the Commission
on September 7, 1999;
(l) The Registrant's Current Reports on Form 8-K filed with the Commission
on September 16, 1999;
(m) The Registrant's Current Report on Form 8-K filed with the Commission
on September 20, 1999;
<PAGE>
(n) The Registrant's Current Report on Form 8-K filed with the Commission
on October 4, 1999;
(o) The Registrant's Current Report on Form 8-K filed with the Commission
on October 27, 1999;
(p) The Registrant's Current Report on Form 8-K filed with the Commission
on October 29, 1999 (as amended on Form 8-K/A filed on November 2, 1999);
(q) The Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
September 30, 1999 filed with the Commission on November 12, 1999;
(r) The Registrant's Current Report on Form 8-K filed with the Commission
on November 22, 1999;
(s) The Registrant's Registration Statement on Form S-3 (File No. 333-
71409) filed with the Commission on January 29, 1999 and Prospectus
Supplements filed pursuant to Rule 424(b) of Regulation C on November 11,
1999 and November 19, 1999.
All documents subsequently filed by the Registrant 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.
________________
Under the Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation Plan (the "Plan"), Lockheed Martin Corporation (the
"Corporation") will provide eligible employees (who currently participate in the
Lockheed Martin Corporation Deferred Management Incentive Compensation Plan
("DMICP") and who work in a business unit that has been identified as a possible
divestiture candidate) the opportunity to continue to defer a specified portion
his or her account balance in the DMICP. The obligation of the Corporation to
distribute the compensation deferred, together with earnings (or losses), if
any, (the "Deferred Compensation Payment Obligations") will be unsecured general
obligations of the Corporation to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu with other
unsecured general obligations of the Corporation.
Under the Plan, participants may elect to continue to invest deferred
compensation in a manner such that the amount deferred will be treated as if
such amount had been used to purchase shares of the Registrant's Common Stock.
This is, however, only a bookkeeping entry and not an actual purchase of the
Registrant's Common Stock. For purposes of this Registration Statement, these
investments are referred to as Reference Units. The value of Reference Units
will fluctuate based on changes in the value of Lockheed Martin Corporation
Common Stock. To the extent that dividends are paid on Lockheed Martin
Corporation Common Stock, a like amount will be added to the participant's
account and reinvested in Reference Units. This right to accrue earnings (or
losses) based on the fluctuations in the value of Lockheed Martin Corporation
Common Stock may be deemed to be a "security" under the Securities Act of 1933
and, as such, is being registered on this Registration Statement on Form S-8.
ITEM 5. Interests of Named Experts and Counsel.
____________________________
<PAGE>
The Opinions of Counsel as to the legality of the securities being issued
and as to compliance with the requirements of ERISA have been rendered by
counsel who are full-time employees of the Registrant. Counsel rendering such
opinions are eligible to participate in the Plan if their business unit is
selected as a possible candidate for divestiture under the terms of 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 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
<PAGE>
ITEM 8. Exhibits.
________________
4 Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation Plan.
5-A Opinion of Broc Romanek, Esquire.
5-B Opinion of Marian S. Block, Esquire.
23-A Consent of Ernst & Young LLP, Independent Auditors.
23-B Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).
23-C Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
hereof).
24 Powers of Attorney.
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;
(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 with or furnished to the Commission 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.
<PAGE>
(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 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 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.
<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 City of Bethesda, State of Maryland.
LOCKHEED MARTIN CORPORATION
Date: December 6, 1999 /s/ Marian S. Block
-------------------
By: Marian S. Block
Vice President and Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman and Chief December 6, 1999
------------------------
Vance D. Coffman Executive Officer
(Principal Executive
Officer)
* Executive Vice President December 6, 1999
------------------------
Robert J. Stevens and Chief Financial
Officer (Principal
Financial Officer)
* Vice President and December 6, 1999
------------------------
Christopher E. Kubasik Controller (Principal
Accounting Officer)
The registration statement also has been signed on the date indicated by the
following directors, who constitute a majority of the Board of Directors:
Norman R. Augustine* Caleb B. Hurtt*
Marcus C. Bennett* Gwendolyn S. King*
Lynne V. Cheney* Eugene F. Murphy*
Vance D. Coffman* Frank Savage*
Houston I. Flournoy* James F. Gibbons*
Carlisle A.H. Trost* James R. Ukropina*
Edward E. Hood, Jr.* Douglas C. Yearley*
By: /s/ Marian S. Block
- ------------------------
*Marian S. Block December 6, 1999
(Attorney-in-fact**)
**By authority of Powers of Attorney filed with this Registration Statement on
Form S-8.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4 Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation Plan.
5-A Opinion of Broc Romanek, Esquire.
5-B Opinion of Marian S. Block, Esquire.
23-A Consent of Ernst & Young LLP, Independent Auditors.
23-B Consent of Broc Romanek, Esquire (contained in Exhibit 5-A hereof).
23-C Consent of Marian S. Block, Esquire (contained in Exhibit 5-B
hereof).
24 Powers of Attorney.
<PAGE>
EXHIBIT 4
LOCKHEED MARTIN CORPORATION
---------------------------
DIVESTED BUSINESS DEFERRED MANAGEMENT INCENTIVE
-----------------------------------------------
COMPENSATION PLAN
------------------
(Adopted December 2, 1999)
ARTICLE I
---------
PURPOSES OF THE PLAN
--------------------
The purposes of the Lockheed Martin Corporation Divested Business
Deferred Management Incentive Compensation Plan (the "DBDMICP") are to provide
certain key management employees who have deferred amounts under the Deferred
Management Incentive Compensation Plan ("DMICP") and who are employed in a
business unit of Lockheed Martin Corporation (the "Company") that has been
identified as a possible candidate for divestiture the opportunity to defer
receipt of DMICP accounts that would otherwise become payable following a
divestiture. Except as expressly provided hereinafter, the provisions of this
DBDMICP and the DMICP shall be construed and applied independently of each
other.
The DBDMICP applies solely to amounts that have been deferred under
the DMICP and expressly does not apply to any special awards which may be made
under any of the Company's other incentive plans, except and to the extent
specifically provided under the terms of such other incentive plans and the
relevant awards.
ARTICLE II
----------
DEFINITIONS
-----------
Unless the context indicates otherwise, the following words and
phrases shall have the meanings hereinafter indicated:
1. ACCOUNT -- The bookkeeping account maintained by the Company for
each Participant which is credited with the Participant's Deferred Compensation
and earnings (or losses) attributable to the investment options selected by the
Participant, and which is debited to reflect distributions and forfeitures; the
portions of a Participant's Account allocated to different investment options
will be accounted for separately.
2. ACCOUNT BALANCE -- The total amount credited to a Participant's
Account at any point in time, including the portions of the Account allocated to
each investment option.
<PAGE>
-2-
3. BENEFICIARY -- Unless a Participant designates otherwise on a
form provided by the Company which is on file with the Company before the
Participant's death, the same person or persons (including a trust or trusts)
validly designated by a Participant under the DMICP to receive distributions of
the Participant's DMICP account balance, if any, upon the Participant's death.
In the absence of a valid designation, or if the designated Beneficiary fails to
survive the Participant, the Beneficiary shall be the Participant's estate. A
Participant may amend his or her Beneficiary designation at any time by filing
another Beneficiary designation with the Company before the Participant's death.
4. BOARD -- The Board of Directors of Lockheed Martin Corporation.
5. COMMITTEE -- The committee described in Section 1 of Article
VIII.
6. COMPANY -- Lockheed Martin Corporation and its subsidiaries.
7. COMPANY STOCK INVESTMENT OPTION -- The investment option under
which the amount credited to a Participant's Account will be based on the market
value and investment return of the Company's Common Stock.
8. DEFERRAL AGREEMENT -- The written agreement executed by an
Eligible Employee on the form provided by the Company under which the Eligible
Employee elects to defer his or her DMICP account balance under this DBDMICP.
9. DEFERRED COMPENSATION -- The amount credited to a Participant's
Account under the DBDMICP.
10. DIVESTITURE - A transaction which results in (i) the
transfer of control of the business unit divested to any person, corporation,
association, partnership, joint venture or other business entity of which less
than 50% of the voting stock or other equity interests (in the case of entities
other than corporations), is owned or controlled, directly or indirectly, by the
Company, one or more of the Company's subsidiaries or a combination thereof,
(ii) the Eligible Employee's employment continuing with such divested business
unit or being transferred from the Company to the other party to the
Divestiture; and (iii) the other party does not assume the liability for the
outstanding account balances in the DMICP of the Eligible Employees employed by
the business operation divested.
11. DIVESTITURE CANDIDATES - The business units of the Corporation
that have been identified as possible candidates for divestiture and whose
employees have been identified as eligible for this DBDMICP by the Vice
President, Human Resources.
12. DMICP -- The Lockheed Martin Corporation Deferred Management
Incentive Compensation Plan, adopted by the Board on July 27, 1995, as
subsequently amended..
13. ELIGIBLE EMPLOYEE -- An employee of the Company who is a
participant in the DMICP, who is employed by a Divestiture Candidate and who has
satisfied such additional requirements for participation in this DBDMICP as the
Committee may from
<PAGE>
-3-
time to time establish. In the exercise of its authority under this provision,
the Committee shall limit participation in the Plan to employees whom the
Committee believes to be a select group of management or highly compensated
employees within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.
14. EXCHANGE ACT -- The Securities Exchange Act of 1934.
15. INTEREST OPTION -- The investment option under which earnings
will be credited to a Participant's Account based on the interest rate
applicable under Cost Accounting Standard 415, Deferred Compensation.
16. PARTICIPANT -- An Eligible Employee who has elected to defer his
or her account under this DBDMICP and for whom such account has been deferred
under this DBDMICP.
17. PAYMENT DATE -- Means, as to any Participant, the January 15 or
July 15 on or about on which payment to the Participant is to begin in
accordance with the Participant's election made pursuant to Section 2 of Article
V.
18. SECTION 16 PERSON -- A Participant who at the relevant time is
subject to the reporting and short-swing liability provisions of Section 16 of
the Securities Exchange Act of 1934.
19. SUBSIDIARY -- Means, as to any person, any corporation,
association, partnership, joint venture or other business entity of which 50% or
more of the voting stock or other equity interests (in the case of entities
other than corporation), is owned or controlled (directly or indirectly) by that
person, or by one or more of the Subsidiaries of that person, or by a
combination thereof.
20. TRADING DAY -- A day upon which transactions with respect to
Company Common Stock are reported in the consolidated transaction reporting
system.
ARTICLE III
-----------
ELECTION OF DEFERRED AMOUNT
---------------------------
1. Timing of Deferral Elections. An Eligible Employee may elect to
----------------------------
defer his or her account balances in the DMICP under this DBDMICP by executing
and delivering to the Company a Deferral Agreement during a period of time as
designated by the Vice President, Human Resources as the election period
applicable to Eligible Employees of a particular Divestiture Candidate, provided
that any election by a Section 16 Person shall be subject to the
<PAGE>
-4-
provisions of Section 4 of Article IV. An Eligible Employee's Deferral Agreement
shall be irrevocable when delivered to the Company.
2. Amount of Deferral Elections. An Eligible Employee's deferral
----------------------------
election under this DBDMICP will apply to the entire balance of such Eligible
Employee's DMICP account.
ARTICLE IV
----------
CREDITING OF ACCOUNTS
---------------------
1. Crediting of Deferred Compensation. A Participant's account
----------------------------------
balance in the DMICP that has been deferred under this DBDMICP in accordance
with Article III shall be credited to a Participant's Account as of the day on
which such balance would have been paid to the Participant if no Deferral
Agreement had been made.
2. Crediting of Earnings. Earnings shall be credited to a
---------------------
Participant's Account based on the investment option or options to which the
Account has been allocated, beginning with the day as of which Deferred
Compensation (or any reallocation under Section 4 or 5 of Article IV) is
credited to the Participant's Account. Any amount distributed from a
Participant's Account shall be credited with earnings through the last day of
the month preceding the month in which a distribution is to be made pursuant to
the Participant's election as set forth in Article V. The earnings credited
under each of the investment options shall be determined as follows:
(a) Interest Option: The portion of a Participant's Account
---------------
allocated to the Interest Option shall be credited with interest,
compounded monthly, at a rate equivalent to the then published rate
for computing the present value of future benefits at the time cost is
assignable under Cost Accounting Standard 415, Deferred Compensation,
as determined by the Secretary of the Treasury on a semi-annual basis
pursuant to Pub. L. 92-41, 85 Stat. 97.
(b) Company Stock Investment Option: The portion of a
-------------------------------
Participant's Account allocated to the Company Stock Investment Option
shall be credited as if such amount had been invested in the Company's
Common Stock at the published closing price of the Company's Common
Stock on the last Trading Day preceding the day as of which Deferred
Compensation (or any reallocation under Section 4 or 5 of Article IV)
is credited to the Participant's Account; this portion of the
Participant's Account Balance shall reflect any subsequent
appreciation or depreciation in the market value of the Company's
Common Stock based on the closing price of the stock on the New York
Stock Exchange on the last Trading Day of each month and shall reflect
dividends on the Company's Common Stock as if such dividends had been
reinvested in the Company's Common Stock.
<PAGE>
-5-
(c) Interest Crediting For Late Payments: Notwithstanding the
------------------------------------
investment option to which a Participant's Account has been allocated,
in the event payment does not commence by the last day of the month in
which the Payment Date occurs, earnings shall be credited on the
Participant's entire Account from the last day of the month preceding
the Payment Date to the last day of the month preceding the actual
commencement of payment at the rate set forth under Section 2(a) of
this Article IV. Interest credited under this Section 2(c) of this
Article IV shall be paid on the date payment under the Plan first
commences.
3. Selection of Investment Options. Except as otherwise provided in
-------------------------------
this DBDMICP, a Participant's investment selections under this DBDMICP shall be
the same as his or her selections under the DMICP, so that any amounts credited
to the Company Stock Investment Option under the DMICP shall be credited to
Company Stock Investment Option under this DBDMICP and any amounts credited to
the Interest Option under the DMICP shall be credited the Interest Option under
this DBDMICP. A Participant's investment selections shall be irrevocable with
respect to amounts deferred, and no subsequent reallocations shall be made
except in accordance with Article IV, Section 5.
4. Special Rules for Section 16 Persons. Notwithstanding any other
------------------------------------
provision in this DBDMICP, no amount shall be distributed to a Section 16 Person
under this DBDMICP unless the amount was allocated to the Participant's Account
at least six months prior to the date of distribution or no portion of the
Participant's Account was allocated to the Company Stock Investment Option.
5. Reallocations to Interest Option. If benefit payments to a
--------------------------------
Participant or Beneficiary are to be paid or commenced to be paid over a period
that extends more than six months after the date of a Divestiture in a business
unit in which a Participant is employed or the Participant's death, the
Participant or Beneficiary, as applicable, may elect irrevocably at any time
after the Divestiture or the Participant's death and before the commencement of
benefit payments to have the portion of the Participant's Account that is
allocated to the Company Stock Investment Option reallocated to the Interest
Option. A reallocation under this Section 5 shall take effect as of the first
day of the month following the month in which an executed reallocation election
is delivered to the Company, but in the case of a Section 16 Person not earlier
than the first day of the seventh month following the month in which the
reallocation election is delivered to the Company.
<PAGE>
-6-
ARTICLE V
---------
PAYMENT OF BENEFITS
-------------------
1. General. The Company's liability to pay benefits to a Participant
-------
or Beneficiary under this DBDMICP shall be measured by and shall in no event
exceed the Participant's Account Balance. Except as otherwise provided in this
DBDMICP, a Participant's Account Balance shall be paid to him in accordance with
the Participant's elections under Sections 2 and 3 of this Article, and such
elections shall be continuing and irrevocable. All benefit payments shall be
made in cash and, except as otherwise provided, shall reduce allocations to the
Interest Option and the Company Stock Investment Option in the same proportions
that the Participant's Account Balance is allocated between those investment
options at the end of the month preceding the date of distribution.
2. Election for Commencement of Payment. At the time a Participant
------------------------------------
first completes a Deferral Agreement, he or she shall elect from among the
following options governing the date on which the payment of benefits shall
commence:
(A) Payment to begin on or about the January 15th or July 15th
next following the first anniversary of the closing of a
Divestiture which results in the Participant's termination
of employment with the Company.
(B) Payment to begin on or about the January 15th or July 15th
next following the second anniversary of the closing of a
Divestiture which results in the Participant's termination
of employment with the Company.
(C) Payment to begin on or about the January 15th or July 15th
next following the third anniversary of the closing of a
Divestiture which results in the Participant's termination
of employment with the Company.
(D) Payment to begin on or about the January 15th or July 15th
next following the fourth anniversary of the closing of a
Divestiture which results in the Participant's termination
of employment with the Company.
(E) Payment to begin on or about the January 15th or July 15th
next following the fifth anniversary of the closing of a
Divestiture which results in the Participant's termination
of employment with the Company.
<PAGE>
-7-
The time for commencement of payment elected by a Participant shall apply to
amounts deferred under the DBDMICP notwithstanding any election made by the
Participant for commencement of payments under the DMICP.
3. Election for Form of Payment. The form of payments applicable to
----------------------------
a Participant's Account Balance shall be the form of payment elected by the
Participant under the DMICP. Such payment shall begin at the time elected by
the Participant under Article V, Section 2 and the form of payment will be
governed by Article V, Section 3. In the case of an installment payment
election, the amount of each annual payment shall be determined by dividing the
Participant's Account Balance at the end of the month prior to such payment by
the number of years remaining in the designated installment period. The
installment period may be shortened, in the sole discretion of the Committee, if
the Committee at any time determines that the amount of the annual payments that
would be made to the Participant during the designated installment period would
be too small to justify the maintenance of the Participant's Account and the
processing of payments.
4. Lack of Effect if Employment is Not Terminated Due to a
-------------------------------------------------------
Divestiture or Liability for DMICP Accounts is Assumed by Another Party.
- ------------------------------------------------------------------------
Notwithstanding an Eligible Employee's payment elections under Sections 2 and 3,
if the employment of an Eligible Employee who makes an election under Article
III is not transferred to the other party in a Divestiture for which the
election was made or the other party to a divestiture assumes the liability for
the outstanding account balances in the DMICP of the Eligible Employees employed
by the business operation divested, the Eligible Employee's election under
Article II will be null and void and his or her account balance under the DMICP
shall continue to be governed by the terms of the DMICP.
5. Death Benefits. Upon the death of a Participant before a complete
--------------
distribution of his or her Account Balance, the Account Balance will be paid to
the Participant's Beneficiary in accordance with the payment elections
applicable to the Participant. If a Participant dies before the payment of
benefits has commenced, payments to the Beneficiary shall commence on the date
payments to the Participant would have commenced under Article V. Whether the
Participant dies before or after the commencement of distributions, payments to
the Beneficiary shall be made for the period or remaining period elected by the
Participant.
6. Early Distributions in Special Circumstances. Notwithstanding a
--------------------------------------------
Participant's payment elections under Sections 2 and 3 of this Article V, a
Participant or Beneficiary may request an earlier distribution in the following
limited circumstances:
(a) Hardship Distributions. Subject to the last sentence of this
----------------------
Section 6(a) with respect to Section 16 Persons, the Committee shall
have the power and discretion at any time to approve a payment to a
Participant if the Committee determines that the Participant is
suffering from a serious financial emergency caused by circumstances
beyond the Participant's control which would cause a hardship to the
Participant unless such payment were made. Any such hardship payment
will be in a lump sum and will not exceed the lesser of (i) the amount
<PAGE>
-8-
necessary to satisfy the financial emergency (taking account of the
income tax liability associated with the distribution), or (ii) the
Participant's Account Balance. In the event that a Section 16 Person
seeks a hardship withdrawal under this Section 6(a), the distribution
will be made first out of the portion of the Participant's Account, if
any, allocated to the Interest Option; if the hardship distribution
cannot be satisfied in full out of amounts allocated to the Interest
Option, no distribution will be made from the portion of the
Participant's Account allocated to the Company Stock Investment Option
until the seventh month following the month in which such amount was
credited to the Participant's Account.
(b) Withdrawal with Forfeiture. A Participant may elect at any
--------------------------
time to withdraw ninety percent (90%) of the amount credited to the
Participant's Account. If such a withdrawal is made, the remaining
ten percent (10%) of the Participant's Account shall be permanently
forfeited. In the event that a Section 16 Person seeks a withdrawal
under this Section 6(b), any portion of the Section 16 Person's
Account allocated to the Company Stock Investment Option will not be
subject to distribution or forfeiture until the seventh month
following the month in which such amount was credited to the
Participant's Account, which election shall be irrevocable when made;
any portion of the Section 16 Person's Account allocated to the
Interest Option will be subject to immediate distribution and
forfeiture; the ten percent forfeiture shall be separately applied to
each such portion of the Section 16 Person's Account at the time of
distribution.
(c) Death or Disability. In the event that a Participant dies or
-------------------
becomes permanently disabled before the Participant's entire Account
Balance has been distributed, the Committee, in its sole discretion,
may modify the timing of distributions from the Participant's Account,
including the commencement date and number of distributions, if it
concludes that such modification is necessary to relieve the financial
burdens of the Participant or Beneficiary.
7. Acceleration upon Change in Control.
-----------------------------------
(a) Notwithstanding any other provision of the DBDMICP, the
Account Balance of each Participant shall be distributed in a single
lump sum within fifteen (15) calendar days following a "Change in
Control" of the Company.
(b) For purposes of this DBDMICP, a Change in Control shall
include and be deemed to occur upon the following events:
(1) A tender offer or exchange offer is consummated for the
ownership of securities of the Company representing 25% or more
of the combined voting power of the Company's then outstanding
voting securities entitled to vote in the election of directors
of the Company.
<PAGE>
-9-
(2) The Company is merged, combined, consolidated,
recapitalized or otherwise reorganized with one or more other
entities that are not Subsidiaries and, as a result of the
merger, combination, consolidation, recapitalization or other
reorganization, less than 75% of the outstanding voting
securities of the surviving or resulting corporation shall
immediately after the event be owned in the aggregate by the
stockholders of the Company (directly or indirectly), determined
on the basis of record ownership as of the date of determination
of holders entitled to vote on the action (or in the absence of a
vote, the day immediately prior to the event).
(3) Any person (as this term is used in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act, but excluding any person
described in and satisfying the conditions of Rule 13d-1(b)(1)
thereunder), becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding
securities entitled to vote in the election of directors of the
Company.
(4) At any time within any period of two years after a
tender offer, merger, combination, consolidation,
recapitalization, or other reorganization or a contested
election, or any combination of these events, the "Incumbent
Directors" shall cease to constitute at least a majority of the
authorized number of members of the Board. For purposes hereof,
"Incumbent Directors" shall mean the persons who were members of
the Board immediately before the first of these events and the
persons who were elected or nominated as their successors or
pursuant to increases in the size of the Board by a vote of at
least three-fourths of the Board members who were then Board
members (or successors or additional members so elected or
nominated).
(5) The stockholders of the Company approve a plan of
liquidation and dissolution or the sale or transfer of
substantially all of the Company's business and/or assets as an
entirety to an entity that is not a Subsidiary.
(c) Notwithstanding the provisions of Section 7(a), if a
distribution in accordance with the provisions of Section 7(a) would
result in a nonexempt short-swing transaction under Section 16(b) of
the Exchange Act with respect to any Section 16 Person, then the date
of distribution to such Section 16 Person shall be delayed until the
earliest date upon which the distribution either would not result in a
nonexempt short-swing transaction or would otherwise not result in
liability under Section 16(b) of the Exchange Act.
(d) This Section 7 shall apply only to a Change in Control of
Lockheed Martin Corporation and shall not cause immediate payout of
Deferred
<PAGE>
-10-
Compensation in any transaction involving the Company's sale,
liquidation, merger, or other disposition of any subsidiary.
(e) The Committee may cancel or modify this Section 7 at any
time prior to a Change in Control. In the event of a Change in
Control, this Section 7 shall remain in force and effect, and shall
not be subject to cancellation or modification for a period of five
years, and any defined term used in Section 7 shall not, for purposes
of Section 7, be subject to cancellation or modification during the
five year period.
8. Deductibility of Payments. In the event that the payment of
-------------------------
benefits in accordance with the Participant's elections under Sections 2 and 3
would prevent the Company from claiming an income tax deduction with respect to
any portion of the benefits paid, the Committee shall have the right to modify
the timing of distributions from the Participant's Account as necessary to
maximize the Company's tax deductions. In the exercise of its discretion to
adopt a modified distribution schedule, the Committee shall undertake to have
distributions made at such times and in such amounts as most closely approximate
the Participant's elections, consistent with the objective of maximum
deductibility for the Company. The Committee shall have no authority to reduce
a Participant's Account Balance or to pay aggregate benefits less than the
Participant's Account Balance in the event that all or a portion thereof would
not be deductible by the Company.
9. Change of Law. Notwithstanding anything to the contrary herein,
-------------
if the Committee determines in good faith, based on consultation with counsel,
that the federal income tax treatment or legal status of the Plan has or may be
adversely affected by a change in the Internal Revenue Code, Title I of the
Employee Retirement Income Security Act of 1974, or other applicable law or by
an administrative or judicial construction thereof, the Committee may direct
that the Accounts of affected Participants or of all Participants be distributed
as soon as practicable after such determination is made, to the extent deemed
necessary or advisable by the Committee to cure or mitigate the consequences, or
possible consequences of, such change in law or interpretation thereof.
10. Tax Withholding. To the extent required by law, the Company
---------------
shall withhold from benefit payments hereunder, or with respect to any Deferred
Compensation hereunder, any Federal, state, or local income or payroll taxes
required to be withheld and shall furnish the recipient and the applicable
government agency or agencies with such reports, statements, or information as
may be legally required.
<PAGE>
-11-
ARTICLE VI
----------
EXTENT OF PARTICIPANTS' RIGHTS
------------------------------
1. Unfunded Status of Plan. This DBDMICP constitutes a mere
-----------------------
contractual promise by the Company to make payments in the future, and each
Participant's rights shall be those of a general, unsecured creditor of the
Company. No Participant shall have any beneficial interest in any specific
assets that the Company may hold or set aside in connection with this DBDMICP.
Notwithstanding the foregoing, to assist the Company in meeting its obligations
under this DBDMICP, the Company may set aside assets in a trust described in
Revenue Procedure 92-64, 1992-2 C.B. 422, and the Company may direct that its
obligations under this DBDMICP be satisfied by payments out of such trust. The
assets of any such trust will remain subject to the claims of the general
creditors of the Company. It is the Company's intention that the Plan be
unfunded for Federal income tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.
2. Nonalienability of Benefits. A Participant's rights under this
---------------------------
DBDMICP shall not be assignable or transferable and any purported transfer,
assignment, pledge or other encumbrance or attachment of any payments or
benefits under this DBDMICP, or any interest therein shall not be permitted or
recognized, other than the designation of, or passage of payment rights to, a
Beneficiary.
ARTICLE VII
-----------
AMENDMENT OR TERMINATION
------------------------
1. Amendment. The Board may amend, modify, suspend or discontinue
---------
this DBDMICP at any time subject to any shareholder approval that may be
required under applicable law, provided, however, that no such amendment shall
have the effect of reducing a Participant's Account Balance or postponing the
time when a Participant is entitled to receive a distribution of his Account
Balance. Further, no amendment may alter the formula for crediting interest to
Participants' Accounts with respect to amounts for which deferral elections have
previously been made, unless the amended formula is not less favorable to
Participants than that previously in effect, or unless each affected Participant
consents to such change.
2. Termination. The Board reserves the right to terminate this
-----------
DBDMICP at any time and to pay all Participants their Account Balances in a lump
sum immediately following such termination or at such time thereafter as the
Board may determine; provided, however, that if a distribution in accordance
with the provisions of this Section 2 would otherwise result in a nonexempt
short-swing transaction under Section 16(b) of the Exchange Act, the date of
distribution with respect to any Section 16 Person shall be delayed until the
earliest date upon which the distribution either would not result in a nonexempt
short-swing transaction or would otherwise not result in liability under Section
16(b) of the Exchange Act.
<PAGE>
-12-
3. Transfer of Liability. The Board reserves the right to transfer
---------------------
to another entity all of the obligations of Company with respect to a
Participant under this DBDMICP if such entity agrees pursuant to a binding
written agreement to assume all of the obligations of the Company under this
DBDMICP with respect to such Participant.
ARTICLE VIII
------------
ADMINISTRATION
--------------
1. The Committee. This DBDMICP shall be administered by the
-------------
Compensation Committee of the Board or such other committee of the Board as may
be designated by the Board and constituted so as to permit this DBDMICP to
comply with the disinterested administration requirements of Rule 16b-3 of the
Exchange Act. The members of the Committee shall be designated by the Board. A
majority of the members of the Committee (but not fewer than two) shall
constitute a quorum. The vote of a majority of a quorum or the unanimous
written consent of the Committee shall constitute action by the Committee. The
Committee shall have full authority to interpret the DBDMICP, and
interpretations of the DBDMICP by the Committee shall be final and binding on
all parties.
2. Delegation and Reliance. The Committee may delegate to the
-----------------------
officers or employees of the Company the authority to execute and deliver those
instruments and documents, to do all acts and things, and to take all other
steps deemed necessary, advisable or convenient for the effective administration
of this DBDMICP in accordance with its terms and purpose, except that the
Committee may not delegate any authority the delegation of which would cause
this DBDMICP to fail to satisfy the applicable requirements of Rule 16b-3. In
making any determination or in taking or not taking any action under this
DBDMICP, the Committee may obtain and rely upon the advice of experts, including
professional advisors to the Company. No member of the Committee or officer of
the Company who is a Participant hereunder may participate in any decision
specifically relating to his or her individual rights or benefits under the
DBDMICP.
3. Exculpation and Indemnity. Neither the Company nor any member of
-------------------------
the Board or of the Committee, nor any other person participating in any
determination of any question under this DBDMICP, or in the interpretation,
administration or application thereof, shall have any liability to any party for
any action taken or not taken in good faith under this DBDMICP or for the
failure of the DBDMICP or any Participant's rights under the DBDMICP to achieve
intended tax consequences, to qualify for exemption or relief under Section 16
of the Exchange Act and the rules thereunder, or to comply with any other law,
compliance with which is not required on the part of the Company.
4. Facility of Payment. If a minor, person declared incompetent, or
-------------------
person incapable of handling the disposition of his or her property is entitled
to receive a benefit, make an application, or make an election hereunder, the
Committee may direct that such benefits be paid to, or such application or
election be made by, the guardian, legal representative, or person having the
care and custody of such minor, incompetent, or incapable person. Any payment
<PAGE>
-13-
made, application allowed, or election implemented in accordance with this
Section shall completely discharge the Company and the Committee from all
liability with respect thereto.
5. Proof of Claims. The Committee may require proof of the death,
---------------
disability, incompetency, minority, or incapacity of any Participant or
Beneficiary and of the right of a person to receive any benefit or make any
application or election.
6. Claim Procedures. The procedures when a claim under this DBDMICP
----------------
is denied by the Committee are as follows:
(A) The Committee shall:
(i) notify the claimant within a reasonable time of such
denial, setting forth the specific reasons therefor;
and
(ii) afford the claimant a reasonable opportunity for a
review of the decision.
(B) The notice of such denial shall set forth, in addition to
the specific reasons for the denial, the following:
(i) identification of pertinent provisions of this
DBDMICP;
(ii) such additional information as may be relevant to the
denial of the claim; and
(iii) an explanation of the claims review procedure and
advice that the claimant may request an opportunity to
submit a statement of issues and comments.
(C) Within sixty days following advice of denial of a claim,
upon request made by the claimant, the Committee shall take
appropriate steps to review its decision in light of any
further information or comments submitted by the claimant.
The Committee may hold a hearing at which the claimant may
present the basis of any claim for review.
(D) The Committee shall render a decision within a reasonable
time (not to exceed 120 days) after the claimant's request
for review and shall advise the claimant in writing of its
decision, specifying the reasons and identifying the
appropriate provisions of the DBDMICP.
<PAGE>
-14-
ARTICLE IX
----------
GENERAL AND MISCELLANEOUS PROVISIONS
------------------------------------
1. Neither this DBDMICP nor a Participant's Deferral Agreement,
either singly or collectively, shall in any way obligate the Company to continue
the employment of a Participant with the Company, nor does either this DBDMICP
or a Deferral Agreement limit the right of the Company at any time and for any
reason to terminate the Participant's employment. In no event shall this
DBDMICP or a Deferral Agreement, either singly or collectively, by their terms
or implications constitute an employment contract of any nature whatsoever
between the Company and a Participant. In no event shall this DBDMICP or a
Deferral Agreement, either singly or collectively, by their terms or
implications in any way obligate the Company to award compensation to any
Eligible Employee, whether or not the Eligible Employee is a Participant in the
DBDMICP, nor in any other way limit the right of the Company to change an
Eligible Employee's compensation or other benefits.
2. Compensation deferred under this DBDMICP shall not be treated as
compensation for purposes of calculating the amount of a Participant's benefits
or contributions under any pension, retirement, or other plan maintained by the
Company, except as provided in such other plan.
3. Any written notice to the Company referred to herein shall be
made by mailing or delivering such notice to the Company at 6801 Rockledge
Drive, Bethesda, Maryland 20817, to the attention of the Vice President, Human
Resources. Any written notice to a Participant shall be made by delivery to the
Participant in person, through electronic transmission, or by mailing such
notice to the Participant at his or her place of residence or business address.
4. In the event it should become impossible for the Company or the
Committee to perform any act required by this Plan, the Company or the Committee
may perform such other act as it in good faith determines will most nearly carry
out the intent and the purpose of this DBDMICP.
5. By electing to become a Participant hereunder, each Eligible
Employee shall be deemed conclusively to have accepted and consented to all of
the terms of this DBDMICP and all actions or decisions made by the Company, the
Board, or Committee with regard to the DBDMICP.
6. The provisions of this DBDMICP and the Deferral Agreements
hereunder shall be binding upon and inure to the benefit of the Company, its
successors, and its assigns, and to the Participants and their heirs, executors,
administrators, and legal representatives.
7. A copy of this DBDMICP shall be available for inspection by
Participants or other persons entitled to benefits under the DBDMICP at
reasonable times at the offices of the Company.
<PAGE>
-15-
8. The validity of this DBDMICP or any of its provisions shall be
construed, administered, and governed in all respects under and by the laws of
the State of Maryland, except as to matters of Federal law. If any provisions
of this instrument shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall continue to be
fully effective.
9. This DBDMICP and its operation, including but not limited to, the
mechanics of deferral elections, the issuance of securities, if any, or the
payment of cash hereunder is subject to compliance with all applicable federal
and state laws, rules and regulations (including but not limited to state and
federal insider trading, registration, reporting and other securities laws) and
such other approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith.
10. It is the intent of the Company that this DBDMICP satisfy and be
interpreted in a manner, that, in the case of Participants who are or may be
Section 16 Persons, satisfies any applicable requirements of Rule 16b-3 of the
Exchange Act or other exemptive rules under Section 16 of the Exchange Act and
will not subject Section 16 Persons to short-swing profit liability thereunder.
If any provision of this DBDMICP would otherwise frustrate or conflict with the
intent expressed in this Section 10, that provision to the extent possible shall
be interpreted and deemed amended so as to avoid such conflict. To the extent
of any remaining irreconcilable conflict with this intent, the provision shall
be deemed disregarded. Similarly, any action or election by a Section 16 Person
with respect to the DBDMICP to the extent possible shall be interpreted and
deemed amended so as to avoid liability under Section 16 or, if this is not
possible, to the extent necessary to avoid liability under Section 16, shall be
deemed ineffective. Notwithstanding anything to the contrary in this DBDMICP,
the provisions of this DBDMICP may at any time be bifurcated by the Board or the
Committee in any manner so that certain provisions of this DBDMICP are
applicable solely to Section 16 Persons. Notwithstanding any other provision of
this DBDMICP to the contrary, if a distribution which would otherwise occur is
prohibited or proposed to be delayed because of the provisions of Section 16 of
the Exchange Act or the provisions of the DBDMICP designed to ensure compliance
with Section 16, the Section 16 Person involved may affirmatively elect in
writing to have the distribution occur in any event; provided that the Section
16 Person shall concurrently enter into arrangements satisfactory to the
Committee in its sole discretion for the satisfaction of any and all
liabilities, costs and expenses arising from this election.
11. At no time shall the aggregate Account Balances of all
Participants to the extent allocated to the Company Stock Investment Option
exceed an amount equal to the then fair market value of 5,000,000 shares of the
Company's Common Stock, nor shall the cumulative amount of compensation deferred
under this DBDMICP by all Eligible Employees exceed $250,000,000.
<PAGE>
-16-
ARTICLE X
---------
EFFECTIVE DATE
---------------
This DBDMICP was adopted pursuant to a resolution of the Board on
December 2, 1999 and became effective on such date.
<PAGE>
Exhibit 5.A
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION]
December 6, 1999
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
RE: Lockheed Martin Corporation Divested Business Deferred Management
Incentive Compensation 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 $40,000,000 of Deferred Compensation Payment Obligations of Lockheed
Martin Corporation (the "Corporation") as well as Reference Units (as defined
below) for use in connection with the Plan.
The Deferred Compensation Payment Obligations are unsecured obligations of
the Corporation to pay deferred compensation in the future in accordance with
the terms of the Plan. The Reference Units represent the right of a participant
in the Plan to have compensation deferred treated as if the amount deferred had
been used to purchase Lockheed Martin Corporation Common Stock such that
Reference Units will accrue earnings (or losses) on Deferred Compensation
Payment Obligations based on the performance of Lockheed Martin Corporation
Common Stock.
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 on 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) when issued in accordance with the provisions of the Plan, the
Deferred Compensation Payment Obligations and the Reference Units will be
valid and binding obligations of the Corporation, enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to
or affecting enforcement of creditors' rights or by general equity
principles.
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. In giving my consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities & Exchange Commission hereunder.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By: /s/ Broc Romanek
----------------
Broc Romanek
Assistant General Counsel
cc: Frank H. Menaker, Jr.
<PAGE>
Exhibit 5-B.
[LETTERHEAD OF LOCKHEED MARTIN CORPORATION]
December 6, 1999
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
RE: Lockheed Martin Corporation
Divested Business Deferred Management Incentive Compensation 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 Deferred Compensation Payment Obligations and Reference Units for use
in connection with the Plan. As Vice President and Associate General Counsel of
Lockheed Martin Corporation (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:
The Plan is by its terms intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of highly compensated employees. To the extent that provisions of the Employee
Retirement Income Security Act ("ERISA") apply to unfunded plans maintained
primarily for the purpose of providing deferred compensation for a select group
of highly compensated employees, the Plan complies with the requirements of
ERISA.
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. In giving my consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
nor the rules and regulations of the Securities Exchange Commission hereunder.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By: /s/ Marian S. Block
-------------------
Marian S. Block
Vice President and Associate General Counsel
<PAGE>
EXHIBIT 23.A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Lockheed Martin Corporation Divested Business Deferred
Management Incentive Compensation Plan of our report dated January 22, 1999,
except for the third paragraph of Note 4, as to which the date is February 11,
1999, with respect to the consolidated financial statements of Lockheed Martin
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
December 3, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Norman R. Augustine
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Marcus C. Bennett
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Vance D. Coffman
Chairman and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Lynne V. Cheney
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Houston I. Flournoy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ James F. Gibbons
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Edward E. Hood, Jr.
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Caleb B. Hurtt
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Gwendolyn S. King
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Eugene F. Murphy
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Frank Savage
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Carlisle A. H. Trost
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ James R. Ukropina
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Douglas C. Yearley
Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Robert J. Stevens
Executive Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Marian S. Block and Broc Romanek, and
each of them, jointly and severally, his or her lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, including, but not
limited to, that listed below, to execute and file, or cause to be filed, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
one or more registration statements on Form S-8 for the purpose of registering
under the Securities Act of 1933, as amended, (the "Securities Act") securities
to be issued under the Lockheed Martin Divested Business Deferred Management
Incentive Compensation Plan and amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with such
registration statements under the Securities Act, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney's-in-fact and agents, and each of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
__________________________________ December 2, 1999
/s/ Christopher E. Kubasik
Vice President and Controller
