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Simmons Aims at Lockheed Golden Parachutes : Takeovers: Group led by the Texas financier urges shareholder vote in effort to eliminate executive severance pay contracts.

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TIMES STAFF WRITER

A group waging a proxy fight for control of Lockheed Corp. on Thursday asked the directors of the aerospace firm to consider a proposal to eliminate “golden parachute” severance pay for Lockheed executives.

The group, led by Texas financier Harold C. Simmons, asked Lockheed Chairman Daniel M. Tellep to present the proposal to shareholders at the company’s March 29 annual meeting.

Lockheed’s severance pay contracts call for special payments to five top executives in the event of a corporate takeover. If a takeover had occurred Jan. 1, for example, Tellep would have received nearly $5.8 million.

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The proposal to eliminate the payments was advanced by J. Landis Martin, one of 15 members of a rival slate hoping to replace Lockheed’s current directors. Martin is president of N.L. Industries, a Houston-based chemical firm controlled by Simmons. With an 18.9% stake, N.L Industries is Lockheed’s largest shareholder.

In a letter to Tellep, Martin cited Simmons’ opposition to the concept of golden parachutes.

He quoted Simmons’ testimony before a Senate committee in 1987, when Simmons called the payments a “serious example of management misusing corporate resources” and a policy that “should be prohibited, regardless of when they were adopted, because there is no business justification for them. Such a prohibition flows from the fundamental premise that management should not be entitled to misuse corporate assets in an effort to defeat a change of control.”

Lockheed spokesman Bob Slayman said the severance payment provisions are designed to attract and retain management by providing security.

“We have this (provision) and have had it for several years,” Slayman said. “Most companies our size have similar arrangements.”

The size of Lockheed’s severance payments is linked to various formulas relating to term of service. One provision calls for cash payments of three times the officer’s base annual salary. Vincent N. Marafino, chief financial officer, would have received more than $4 million had a takeover occurred Jan. 1. The other three executives would have received payments ranging from $1.2 million to $1.7 million.

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Martin and Simmons, in an attempt to gain control of Lockheed, plan to solicit support for their board slate at the March 29 meeting.

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