EXHIBIT 10.4



 Exhibit 10.4 
  
  
 LOCKHEED MARTIN CORPORATION 

 
 DIRECTORS DEFERRED COMPENSATION PLAN 
  
  







 TABLE OF CONTENTS 
  
 ARTICLE I 
 PURPOSE 
  
 ARTICLE II 
 DEFINITIONS 
  
 ARTICLE III 
 PARTICIPATION 
  

					
	3.1	  	Timing of Deferral Elections	  	4
	3.2	  	Terms of Deferral Elections	  	4
	
	ARTICLE IV
CREDITING OF ACCOUNTS
	4.1	  	Crediting of Director’s Fees	  	4
	4.2	  	Crediting of Investment Earnings	  	4
	4.3	  	Account Balance as Measure of Deferred Compensation	  	5
	
	ARTICLE V
PAYMENT OF DEFERRED COMPENSATION
	5.1	  	Manner of Distribution	  	5
	5.2	  	Commencement of Payments	  	6
	5.3	  	Death Benefits	  	6
	5.4	  	Emergency Withdrawals	  	6
	5.5	  	Status of Certain Directors	  	6
	5.6	  	Corporation’s Right to Withhold	  	6
	5.7	  	Section 16 Limitations on Distributions	  	6
	
	ARTICLE VI
SPECIAL RULES FOR LUMP SUM RETIREMENT BENEFIT
AND LUMP SUM
DEATH BENEFIT
	6.1	  	Deferral of Lump Sum Benefits	  	7
	6.2	  	Payment of Lump Sum Benefits	  	7
	
	ARTICLE VII
ADMINISTRATION, AMENDMENT AND TERMINATION
	7.1	  	Administration by Committee	  	7
	7.2	  	Amendment and Termination	  	7

  

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	ARTICLE VIII
MISCELLANEOUS
	8.1	  	Limitation on Directors’ Rights	  	7
	8.2	  	Beneficiaries	  	7
	8.3	  	Rights Not Assignable; Obligations Binding Upon Successors	  	8
	8.4	  	Governing Law; Severability	  	8
	8.5	  	Annual Statements	  	8
	8.6	  	Headings Not Part of Plan	  	8
	8.7	  	Consent to Plan Terms	  	8
	8.8	  	Effective Date	  	8
	8.9	  	Plan Construction	  	9

  

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 LOCKHEED MARTIN CORPORATION 
 DIRECTORS DEFERRED COMPENSATION PLAN 
  
 March 15, 1995 
 As Amended December 7, 1995 
 As Amended April 24, 1996 
 As Amended
February 27, 1997 
 As Amended December 3, 1998 
 As Amended February 24, 1999 
 As Amended October 24, 2002 
 As Amended October 24 , 2003 
  
 ARTICLE I 
  
 PURPOSE 
  
 The purpose of this Plan is to give each non-employee Director of Lockheed Martin Corporation the opportunity to be compensated for his or her service as a Director on a deferred basis. The Plan is also intended to establish a method of
paying Director’s compensation which will aid the Corporation in attracting and retaining as members of the Board persons whose abilities, experience and judgment can contribute to the success of the Corporation. In addition, by providing
Directors with the option of accruing earnings based on the performance of Lockheed Martin Common Stock, the Plan is intended to more closely align the economic interests of Directors with the interests of stockholders generally. 
  
 ARTICLE II 
  
 DEFINITIONS 
  
 Whenever the following terms are used in this Plan, they shall have the
meaning specified below, unless the context clearly indicates to the contrary: 
  
 Account means the bookkeeping account maintained by the Corporation on behalf of a participating Director which is credited with the Director’s Deferred Compensation, including investment earnings credited
under Section 4.2. 
  
 Beneficiary shall have the meaning
specified in Section 8.2(b). 
  
 Board of Directors or
Board means the Board of Directors of the Corporation. 
  
 Committee means the Committee appointed to administer this Plan, as provided in Section 7.1 hereof. 
  
 Corporation means Lockheed Martin Corporation, a Maryland corporation and its successors. 
  
 Deferred Compensation means Director’s Fees deferred pursuant to
this Plan and investment earnings credited thereto under Section 4.2. Deferred Compensation also includes the Lump Sum Retirement Benefit deferred pursuant to this Plan and investment earnings credited thereto under Section 4.2. 
  
 Election Form means the form by which a Director elects to participate
in this Plan. 
  
 Director means, except as provided in
Section 5.5, a member of the Board of Directors of the Corporation who is eligible to receive compensation in the form of Director’s Fees and who is not an officer or employee of the Corporation or any of its subsidiaries. 
  

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 Director’s Fees means the cash fees payable to a Director for services as a Director and for
services on any Committee of the Board, including the amount of any retainer paid to a non-employee for services as Chairman of the Board. 
  
 Effective Date means the effective date referred to in Section 8.8. 
  
 Lump Sum Death Benefit means the actuarial value of the $100,000 death benefit provided to Directors prior to May 1,
1999. 
  
 Lump Sum Retirement Benefit means the value of
the benefit earned under the Lockheed Martin Corporation Directors Retirement Plan as determined upon termination of that plan effective May 1, 1999. 
  
 Plan means the Lockheed Martin Corporation Directors Deferred Compensation Plan. 
  
 ARTICLE III 
  
 PARTICIPATION 
  
 3.1 Timing of Deferral Elections. In order to defer Director’s fees earned in any calendar year, a Director must make a deferral election by
executing and filing an Election Form before the commencement of that calendar year. In the case of a new Director, an election to defer Director’s fees must be filed within 30 days after the commencement of the Director’s term of office
and shall apply only to fees for services after the date of such election. The deferral election shall specify the manner in which earnings (or losses) on the deferred amount shall accrue in accordance with Section 4.2 below. To the extent that a
Director elects that any portion of a deferred amount shall accrue earnings based on the Lockheed Martin Common Stock Investment Option, such an election shall be given effect only if (i) the election is irrevocably made at least six (6) months
prior to the effective date of the allocation or (ii) the crediting of the deferred amount to the Lockheed Martin Common Stock Investment Option has been approved by the Board of Directors (or a committee thereof that is comprised of persons
specified in Section 7.1). To the extent that a Director makes an election to have Deferred Compensation credited to the Lockheed Martin Common Stock Investment Option which is not in compliance with (i) or (ii) above, the amount elected to be
deferred into the Lockheed Martin Common Stock Investment Option shall initially be allocated to the Interest Option until such time as the allocation to the Lockheed Martin Common Stock Investment Option would be in compliance with (i) or (ii)
above, at which time the deferred amount shall automatically be reallocated. 
  
 3.2 Terms of Deferral Elections. A Director’s deferral election for a calendar year shall specify the percentage (which may equal 100%) of the Director’s Fees to be earned by the Director for that
year which are to be deferred under this Plan and with respect to fees deferred pursuant to that election the interest crediting method selected by the Director in accordance with Article IV and the manner of distribution in accordance with Section
5.1(b). A Director’s deferral election shall remain in effect for each subsequent calendar year, unless the Director duly files a revised Election Form or written revocation of the election before the beginning of the subsequent calendar year.
A Director’s deferral election shall be irrevocable during any calendar year in which it is in effect. If a Director files a change of election in accordance with Section 5.1(d), the manner of distribution elected under that Section will remain
in effect for deferrals in any subsequent year unless the Director duly files a revised Election Form. 
  
 ARTICLE IV 
  
 CREDITING OF ACCOUNTS 
  
 4.1 Crediting of
Director’s Fees. Director’s Fees that a Director has elected to defer shall be credited to the Director’s Account as of the first day of the month in which the Director’s Fees would have been payable to the Director if no
deferral election had been made under this Plan. The elected deferral percentage shall apply to all Director’s Fees earned by the Director during a calendar year. 
  

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 4.2 Crediting of Investment Earnings. Subject to the provisions of Section 3.1 above, as of the
last day of each month, a Director’s Account shall be credited to reflect investment earnings (or loss) for the month, based on the Director’s investment selections under this Section 4.2. A Director may elect to have his or her Account
credited with investment earnings (or losses) for each month as if the Director’s Account balance had been invested in the following: 
  
 (a) Interest Option. Interest at a rate equal to one twelfth (1/12) of the annual prime rate as set by Citibank, N.A., New York, New York, on the
last day of the preceding month., 
  
 (b) S&P 500
Option. A return (or loss) equal to that of the published index for the Standard & Poors 500 (with dividends) for the month will accrue. 
  
 (c) Lockheed Martin Common Stock Investment Option. Earnings (or losses) shall be credited as if such amount had been invested in Lockheed Martin
Common Stock at the published closing price of the Corporation’s Common Stock on the New York Stock Exchange on the last trading day preceding the day as to which such amount is deferred (or reallocated) into the Lockheed Martin Common Stock
Investment Option; this portion of a Director’s Account shall reflect any subsequent appreciation or depreciation in the market value of Lockheed Martin Common Stock based on the published 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 stock as if such dividends were reinvested in shares of Lockheed Martin Common Stock. 
  
 (d) A combination of (a), (b) and (c). 
  
 A Director’s initial investment selections must be made by the date that the Director’s initial deferral election takes effect. A
Director may change his or her investment selections with respect to all amounts credited to the Director’s Account, including amounts deferred in prior periods, provided that any such change that would result in an increase or decrease in the
portion of the Director’s Account allocated to the Lockheed Martin Common Stock Investment Option shall only be effective if it is made pursuant to an irrevocable written election made at least six months following the date of the
Director’s most recent “opposite way” election with respect to either the Plan or any other plan maintained by Lockheed Martin that provides for Discretionary Transactions (as defined in Rule 16b-3). Subject to the foregoing, a change
of investment selections must be made by filing a revised Election Form in advance of the month in which the change is to take effect. 
  
 4.3 Account Balance as Measure of Deferred Compensation. The Deferred Compensation payable to a Director (or the Director’s Beneficiary) shall
be measured by, and shall in no event exceed, the sum of the amounts credited to the Director’s Account. 
  
 ARTICLE V 
  
 PAYMENT OF DEFERRED COMPENSATION 
  
 5.1 Manner of
Distribution. 
  
 (a) Amounts deferred prior to October 24,
2003. Subject to the provisions of Section 5.6 and 5.1(d), with respect to any fees deferred prior to October 24, 2003 a Director’s Deferred Compensation shall be paid as a lump sum cash payment equal to the balance credited to the
Director’s Account on or about January 15th of the calendar year that next follows the date of the termination
of the Director’s status as a Director., Notwithstanding the foregoing, with respect to any fees deferred prior to October 24, 2003, a Director may elect to have the Director’s Deferred Compensation distributed in annual installments
commencing on or about January 15th of the calendar year that next follows the date of the termination of the
Director’s status as a Director and continuing over a maximum period of ten (10) years. The amount of each annual installment shall be determined by dividing the Director’s Account balance (or the portion of the Account balance to which
the installment election applies) on the December 31 preceding the payment date by the number of years remaining in the elected installment period. 
  

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 (b) Rules for Deferrals made (or changes in elections filed) on or after October 24, 2003.

  
 (i) Election for Commencement of Payment. At the time a
Director completes an Election Form or files a change of election form, 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 date of the termination of a Director’s status as a Director for any reason.


  

	 	(B)	Payment to begin on or about January 15th of the year next following the year in which the Director’s status as a Director termination for any reason. 


 

	 	(C)	Payment to begin on or about the January 15th next following the date on which the Director has both terminated Director status for any reason and attained the age designated by the
Director in the Election Form. 

  
 (ii) Election
for Form of Payment. At the time a Director completes an Election Form or files a change of election form, he or she shall elect the form of payment of his or her Deferred Compensation from among the following options: 
  

	 	(A)	A lump sum. 

  

	 	(B)	Annual payments for a period of years designated by the Director which shall not exceed fifteen (15). The amount of each annual payment shall be determined by dividing the
Director’s Account at the end of the month prior to such payment by the number of years remaining in the elected 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 Director during the designated installment period would be too small to justify the maintenance of the Director’s Account and the processing of payments.


  
 (c) Deferral For Directors Fees Earned in
1996. A Director may elect to have the Director’s Deferred Compensation earned during the 1996 calendar year credited and paid as a lump sum under (a) or annual installments under (b) except that payment (or installments, as the case may
be) will be made (or commence) on January 1, 1998, or as soon as practicable thereafter regardless of whether the Director has terminated service as a Director. 
  

(d) Timing and Change of Elections. A Director may change any election as to the manner of distribution and file a new election choosing a lump
sum or installment payments with respect to the payment of the Director’s entire Account, or with respect to fees deferred for specific years or with respect to the specific benefits available under Article VI, by executing an election (on a
form prescribed by the Company) within the time periods described in this Section 5.1(d). Any election under this Section 5.1(d) shall specify a time on which commencement of distribution will begin and the number of installments to be paid if any,
under the options specified in Section 5.1(b). An election must be made prior to the Director’s termination of service as a director. No election will be considered valid to the extent the election would (i) result in a payment being made
within six months of the date of the election or (ii) result in a payment in the same calendar year as the election; in the event an election fails to satisfy the provisions set forth in this sentence, the first payment under the election will be
delayed until the first January 15 or July 15 that is both (i) at least six months after the date of the election and (ii) in a calendar year after the date of the election. In addition, to constitute a valid election, an election made under this
Section 5.1(d) must be made (i) at least six months before the date the first payment would be due under the Director’s previous election and (ii) in a different calendar year than the date the first payment would be due under the
Director’s previous election. 

  

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In the event an election fails to satisfy the terms of this Section 5.1(d), such election shall be void and payment shall commence under the Director’s
previous valid election or, if none exists, shall be paid in a lump sum. 
  
 5.2 Commencement of Payments. Subject to the provisions of Section 5.6 and except as provided in Sections 5.1(a)and(c) and 5.4, the payment of Deferred Compensation to a Director shall be made following a
Director’s termination as a Director in accordance with his or her deferral elections regardless of, whether the Director’s termination is due to resignation, retirement, disability, death, or otherwise. Installment payments shall continue
to be made in January of each succeeding year until all installments have been paid. 
  
 5.3 Death Benefits. Subject to the provisions of Section 5.6, in the event that a Director dies before payment of the Director’s Deferred Compensation has commenced or been completed, the balance of the
Director’s Account shall be distributed to the Director’s Beneficiary commencing in the January following the date of the Director’s death in accordance with the manner of distribution (lump sum or annual installments as well as
timing of commencement of distributions) elected by the Director for payments during the Director’s lifetime. However, upon good cause shown by a Beneficiary or personal representative of the Director, the Committee, in its sole discretion, may
reject a Director’s installment election and instead cause the Director’s death benefits to be paid in a lump sum. 
  
 5.4 Emergency Withdrawals. In the event of an unforeseeable emergency prior to the commencement of distributions or after the commencement of
installment payments, the Committee may approve a distribution to a Director (or Beneficiary after the death of a Director) of the part of the Director’s Account balance that is reasonably needed to satisfy the emergency need. An Emergency
withdrawal will be approved only in a circumstance of severe financial hardship to the Director (or Beneficiary after the death of the Director) resulting from a sudden and unexpected illness or accident of the Director (or Beneficiary, as
applicable) or of a dependent of the Director (or Beneficiary, as applicable), loss of property due to casualty, or other similar extraordinary or unforeseeable circumstance arising from events beyond the control of the Director (or Beneficiary, as
applicable). The investment earnings credited to the Director’s Account shall be determined as if the withdrawal had been debited from the Director’s Account on the first day of the month in which the withdrawal occurs. 
  
 5.5 Status of Certain Directors. 
  
 (a) For purposes of Section 5.2, a retired Director who continues to advise
the Board of Directors under an Advisory Services Agreement shall be treated as an active Director for the period that he or she continues to serve under such agreement, if the Director so elects on or before April 25, 1996. An election under this
Section 5.5 shall not otherwise alter the Director’s rights under this plan. Once made, an election under this Section 5.5 shall be irrevocable. 
  
 (b) For the purposes of Article VI, a member of the Board of Directors who is not eligible for Director’s Fees but who is eligible for a Lump Sum
Retirement Benefit shall be eligible to defer such compensation pursuant to this Plan. 
  
 5.6 Corporation’s Right to Withhold. There shall be deducted from all payments under this Plan the amount of taxes, if any, required to be withheld under applicable federal or state tax laws. The Directors
and their Beneficiaries will be liable for payment of any and all income or other taxes imposed on Deferred Compensation payable under this Plan. 
  
 5.7 Section 16 Limitations on Distributions. Notwithstanding anything contained herein to the contrary, no distribution of any portion of a
Director’s Account credited to the Lockheed Martin Common Stock Investment Option shall be made unless (i) the Board of Directors or Committee has approved the distribution or (ii) at least six months have passed from the date the
Director’s service on the Board has terminated. 
  

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 ARTICLE VI 
  

SPECIAL RULES FOR LUMP SUM RETIREMENT BENEFIT 
 AND LUMP SUM DEATH BENEFIT 
  
 6.1 Deferral of
Lump Sum Benefits. The Lump Sum Retirement Benefit and the Lump Sum Death Benefit for each Director shall be credited to that Director’s Account as of May 1, 1999. Subject to the provisions of Section 3.1 above, the Director’s
investment selections for deferred Director’s Fees shall be the investment selection for a Director’s Lump Sum Retirement Benefit and Lump Sum Death Benefit and as of the last day of each month, a Director’s Account shall be credited
to reflect investment earnings (or loss) for the month, based on the Director’s investment selections under Section 4.2. 
  
 6.2 Payment of Lump Sum Benefits. The Lump Sum Retirement Benefit and the Lump Sum Death Benefit shall be distributed as part of a Director’s
Deferred Compensation in accordance with Article V. Subject to Section 5.7, a Director may also elect to receive the Lump Sum Death Benefit and the Lump Sum Retirement Benefit in a single lump sum payable on or about May 1, 2000, so long as prior to
May 1, 1999, the Director makes an irrevocable written election to receive the lump sum payment. Any lump sum payment made pursuant to this Section 6.2 shall include amounts credited as investment earnings with respect to the Lump Sum Retirement
Benefit for the period from May 1, 1999 until April 30, 2000. Notwithstanding anything herein to the contrary, no portion of a Director’s Lump Sum Retirement Benefit may be paid prior to May 1, 2000. 
  
 ARTICLE VII 
  
 ADMINISTRATION, AMENDMENT AND TERMINATION 
  
 7.1 Administration by Committee. This Plan shall be administered by a
Committee consisting of exclusively “non-employee directors” as that term is defined in Rule 16b-3 (“Rule 16b-3”) promulgated by the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934 (the
“Exchange Act”). The Committee shall act by vote of a majority or by unanimous written consent of its members. The Committee’s resolution of any question regarding the interpretation of this Plan shall be subject to review by the
Board, and the Board’s determination shall be final and binding on all parties. 
  
 7.2 Amendment and Termination. This Plan may be amended, modified, or terminated by the Board at any time, except that no such action shall (without the consent of affected Directors or, if appropriate, their
Beneficiaries or personal representatives) adversely affect the rights of Directors or Beneficiaries with respect to compensation earned and deferred under this Plan prior to the date of such amendment, modification, or termination. 
  
 ARTICLE VIII 
  
 MISCELLANEOUS 
  
 8.1 Limitation on Directors’ Rights. Participation in this Plan
shall not give any Director the right to continue to serve as a member of the Board or any rights or interests other than as herein provided. No Director shall have any right to any payment or benefit hereunder except to the extent provided in this
Plan. This Plan shall create only a contractual obligation on the part of the Corporation as to such amounts and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. Directors shall have only the rights of general
unsecured creditors of the Corporation with respect to amounts credited to or payable from their Accounts. 
  
 8.2 Beneficiaries. 
  
 (a) Beneficiary Designation. Subject to applicable laws (including any applicable community property and probate laws), each Director may designate
in writing the Beneficiary that the Director chooses to 

  

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receive any payments that become payable after the Director’s death, as provided in Section 5.3. A Director’s Beneficiary designation shall be made
on forms provided and in accordance with procedures established by the Corporation and may be changed by the Director at any time before the Director’s death. 
  
 (b) Definition of Beneficiary. A Director’s “Beneficiary” or “Beneficiaries” shall be the
person or persons, including a trust or trusts, validly designated by the Director or, in the absence of a valid designation, entitled by will or the laws of descent and distribution to receive the amounts otherwise payable to the Director under
this Plan in the event of the Director’s death. 
  
 8.3
Rights Not Assignable; Obligations Binding Upon Successors. A Director’s rights under this Plan shall not be assignable or transferable and any purported transfer, assignment, pledge or other encumbrance or attachment of any payments or
benefits under this Plan, or any interest thereon, other than pursuant to Section 7.2, shall not be permitted or recognized. Obligations of the Corporation under this Plan shall be binding upon successors of the Corporation. 
  
 8.4 Governing Law; Severability. The validity of this Plan or any of
its provisions shall be construed, administered, and governed in all respects under and by the laws of the State of Maryland. 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. 
  
 8.5 Annual Statements. The Corporation shall prepare and send a statement to the Director (or to the Director’s Beneficiary after the Director’s death) showing the balance credited to the Director’s Account as of
December 31 of each year for which an Account is maintained with respect to the Director. 
  
 8.6 Headings Not Part of Plan. Headings and subheadings in this Plan are inserted for reference only and are not to be considered in the construction of this Plan. 
  
 8.7 Consent to Plan Terms. By electing to participate in this Plan, a
Director shall be deemed conclusively to have accepted and consented to all of the terms of this Plan and to all actions and decisions of the Corporation, Board, or Committee with regard to the Plan. Such terms and consent shall also apply to and be
binding upon each Director’s Beneficiary or Beneficiaries, personal representatives, and other successors in interest. 
  
 8.8 Effective Date. This Plan shall become effective on March 15, 1995. 
  
 8.9 Plan Construction. It is the intent of the Corporation that this Plan satisfy and be interpreted in a manner that
satisfies the applicable requirements of Rule 16b-3 so that Directors will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to avoidable liability thereunder. Any
contrary interpretation shall be avoided. 
  

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