Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 50 271K
2: EX-99.1 Pgs 10 Through 13 of Loral Corp's Proxy Statement 4 23K
11: EX-99.10 Rights Agreement Dtd 1/10/96 Loral Corp & the Bony 69 204K
12: EX-99.11 Amendment No. 1 to Rights Agreement Dtd 1/10/96 5 19K
13: EX-99.12 Form of Stockholders Agreement 39 100K
14: EX-99.13 Confidentiality and Standstill Agrmnt Dtd 12/4/95 5 22K
15: EX-99.14 Opinion of Lazard Freres & Co. LLC Dtd 1/7/96 3 16K
16: EX-99.15 Form of Letter to Shareholder of Loral Corp-1/7/96 1 9K
17: EX-99.16 Press Release Dated 1/8/96 5 19K
3: EX-99.2 Loral Supplemental Executive Retirement Plan 30 69K
4: EX-99.3 Loral Corporation Supplemental Bonus Program 2 10K
5: EX-99.4 Loral Corporation Supplemental Severance Program 9 27K
6: EX-99.5 Form of Employment Protection Plan 15 52K
7: EX-99.6 Loral Corporation Employment Protection Plan 9 31K
8: EX-99.7 Agreement and Plan of Merger Dtd 1/7/96 48 212K
9: EX-99.8 Restructioning, Financing and Distribution 104 283K
Agreement
10: EX-99.9 Form of Tax Sharing Agreement 19 50K
EX-99.3 — Loral Corporation Supplemental Bonus Program
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Exhibit 99.3
LORAL CORPORATION SUPPLEMENTAL BONUS PROGRAM
Purpose
The purpose of the Loral Corporation Supplemental Bonus Program (the "Program")
is to provide supplemental bonus compensation to selected key executives of
Loral Corporation (the "Company") in recognition of their dedication, service
and contributions to the Company's business. Bonuses will be paid under the
Program in connection with the successful consummation of the offer (the
"Offer") described in Section 1.1(a) of the Agreement and Plan of Merger dated
as of January 7, 1996 By and Among Loral Corporation, Lockheed Martin
Corporation and LAC Acquisition Corporation.
Participation
Key employees of the Company and its subsidiaries who are selected by the
Company's Chief Executive Officer (the "CEO") or his designee ("Eligible
Employees") shall be eligible to receive bonuses under the Program. The CEO
shall not be paid a bonus under the Program.
Amount of Bonus
The amount of bonus compensation to be paid to an Eligible Employee (the "Bonus
Award") shall be determined by the CEO. The aggregate amount of Bonus Awards
payable pursuant to the Program shall not exceed the difference between (i) $40
million, and (ii) the cash amount actually paid to the CEO pursuant to Section 5
of his Restated Employment Agreement with the Company dated April 1, 1990, as
amended June 14, 1994, as a result of the consummation of the Offer.
Obligation to Pay Bonuses
Effective as of the successful consummation of the Offer, the Company shall have
a binding obligation to pay Bonus Awards to the Eligible Employees who have been
selected for participation in the Program, in the amounts determined by the CEO.
Such obligation shall be binding upon any successor of the Company. Bonus Awards
shall be paid to Eligible Employees immediately prior to, contemporaneously
with, or as soon as practicable after, the successful consummation of the Offer;
provided, that, the Board of Directors may approve arrangements for the deferral
of such payments in its discretion.
Effective Date
The Program is effective as of January 7, 1996.
Amendment and Termination
Prior to the successful consummation of the Offer, the Board of Directors of the
Company may amend or terminate the Program in any respect, with or without the
consent of any Eligible Employee; provided, however, that as of the successful
consummation of the Offer, the Program may not be amended or terminated in any
manner which would reduce or otherwise
adversely affect the Bonus Award payable to any Eligible Employee without such
Eligible Employee's express written consent.
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Dates Referenced Herein and Documents Incorporated by Reference
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