EX-10.1



 Exhibit 10.1 

LOCKHEED MARTIN CORPORATION 

AMENDED AND RESTATED 

2006 MANAGEMENT INCENTIVE COMPENSATION PLAN 

(Performance-Based) 
 Amended
and Restated Effective January 1, 2016 
  

	Article I.	PURPOSE OF THE PLAN 

 This Plan is established to provide a further incentive to selected Employees to
promote the success of Lockheed Martin Corporation by providing an opportunity to receive additional compensation for performance measured against established goals. The Plan is intended to achieve the following: 

 

	 	1)	Link pay of executive Employees to business performance. 

  

	 	2)	Incentivize Employees to work individually and as teams to meet objectives and goals consistent with enhancing shareholder value. 

  

	 	3)	Facilitate the Company’s ability to retain qualified Employees and to attract top executive talent. 

  

	 	4)	Establish performance goals within the meaning of Section 162(m) of the Internal Revenue Code. 

  

	Article II.	DEFINITIONS 

 Section 2.01 BOARD OF DIRECTORS – The Board of Directors of Lockheed Martin
Corporation. 
 Section 2.02 CASH FLOW – For purposes of Article IV, net cash flow from operations as determined by the Subcommittee at the end of
the Plan Year in accordance with generally accepted accounting principles in the United States. Cash Flow shall be determined by the Subcommittee based upon the comparable numbers reported on the Corporation’s audited consolidated financial
statements or, if audited financial statements are not available for the period for which Cash Flow is being determined, the Subcommittee shall determine Cash Flow in a manner consistent with the historical practices used by the Corporation in
determining net cash provided by operating activities as reported in its audited consolidated statement of cash flows. The Subcommittee shall have the right to specify any other adjustment that should be applied in determining Cash Flow that it
deems necessary or appropriate to take into account any event recognized under any accounting policy or practice affecting the Corporation, provided the Subcommittee specifies the adjustment at or prior to the time the organizational performance
goals for the Corporation are reviewed with the Subcommittee, but in no event later than March 30 of the Plan Year. 
 Section 2.03 CODE –
The Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. 
 Section 2.04 COMMITTEE – The
Management Development & Compensation Committee of the Board of Directors as from time to time appointed or constituted by the Board of Directors. 

  
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 Section 2.05 COMPANY – Lockheed Martin Corporation and those subsidiaries of which it owns directly or
indirectly 50% or more of the voting stock or other equity. 
 Section 2.06 ELECTED OFFICER – An Employee who has been elected as an officer by
the Board of Directors. 
 Section 2.07 EMPLOYEE – Any person who is employed by the Company and who is paid a salary as distinguished from an
hourly wage. The term “Employee” includes only those individuals that the Company classifies on its payroll records as Employees and does not include consultants, independent contractors, leased employees, co-op students, interns,
temporary or casual employees, individuals paid by a third party or other individuals not classified as an Employee by the Company. Notwithstanding the foregoing, the term “Employee” shall not include any employee who, during any part of
such year, was represented by a collective bargaining agent. 
 Section 2.08 INCENTIVE COMPENSATION – An amount of compensation paid pursuant to
this Plan. 
 Section 2.09 PARTICIPANT – Any Employee selected to participate in the Plan in accordance with Article III. 

Section 2.10 PLAN – This Lockheed Martin Corporation Amended and Restated 2006 Management Incentive Compensation Plan (Performance-Based), as
amended from time to time. 
 Section 2.11 PLAN YEAR – A calendar year. 

Section 2.12 SUBCOMMITTEE – A subcommittee of the Committee, composed solely of two or more outside directors of the Company (within the meaning of
Code Section 162(m) (4) (C)) or the entire Committee if all members of the Committee are outside directors. 
  

	Article III.	ELIGIBILITY AND PARTICIPATION 

 The Elected Officers of the Company are eligible to participate in the
Plan. An Elected Officer’s participation in the Plan for a Plan Year is subject to the approval of the Committee. Employees who are considered by the Chief Executive Officer to be key Employees of the Company also are eligible to participate in
the Plan, subject to the Employee’s selection of and approval by the Chief Executive Officer for participation in a Plan Year. No member of the Committee shall be eligible for participation in the Plan. 

 

	Article IV.	LIMITATIONS ON INCENTIVE COMPENSATION 

 Section 4.01 Notwithstanding any other provisions of the
Plan that may be to the contrary, Incentive Compensation awards made to Participants who are Elected Officers on the last day of the Plan Year are subject to this Article IV. The limitations on Incentive Compensation set forth in Section 2.02
and this Article IV were approved by the stockholders of Lockheed Martin Corporation at its 2006 Annual Meeting. 

  
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 Section 4.02 Incentive Compensation payable under the Plan to (i) the Elected Officer who is the Chief
Executive Officer shall not exceed 0.3% of Cash Flow for the Plan Year; and (ii) each of the Participants who are Elected Officers on the last day of the Plan Year, other than the Chief Executive Officer, shall not exceed 0.2% of Cash Flow for
the Plan Year. The Subcommittee shall have discretion to determine the conditions, restrictions, or other limitations, in accordance with and subject to the terms of this Plan and Code Section 162(m), on the payment of Incentive Compensation to
the Elected Officers. The Subcommittee may reserve the right to reduce the amount payable under this Section 4.02 in accordance with any standards contained in the Plan or on any other basis (including the Subcommittee’s discretion).
Neither the Subcommittee or the Committee, nor the Board of Directors shall have the authority under this Plan to increase the amount payable under this Section 4.02. 

Section 4.03 Before authorizing any Incentive Compensation payment under this Plan to a Participant who is an Elected Officer, the Subcommittee must
certify in writing (by resolution or otherwise) that the payments are consistent with Section 4.02 of the Plan and that any other material terms under this Plan for payment of Incentive Compensation were satisfied. 

Section 4.04 The provisions of Section 2.02 and Article IV shall be interpreted and administered by the Subcommittee in a manner consistent with the
requirements for “performance-based compensation” under Code Section 162(m). 
  

	Article V.	INCENTIVE COMPENSATION PAYMENTS 

 Section 5.01 Subject to Section 2.02, Article IV and any
performance goals (including organizational or enterprise performance goals) established by the Committee or its delegate for the Plan Year (such goals to be established on or before March 30 of the Plan Year), the Committee (or the
Committee’s delegate in the case of Participants who are not Elected Officers) shall determine the proposed amount of Incentive Compensation to be paid to each Participant with respect to a Plan Year. Notwithstanding the preceding sentence, in
determining the proposed amount of each Participant’s Incentive Compensation award for a Plan Year, the Committee (or the Board of Directors in the case of Participants who are Elected Officers or the Committee’s delegate in the case of
Participants who are not Elected Officers) may make an upward (subject to Section 2.02 and Article IV) or downward (including to zero) adjustment of the proposed amount of Incentive Compensation award otherwise payable to the Participant for
the Plan Year on the basis of such factors as it deems relevant. 
 Section 5.02 With respect to a Plan Year, the Committee shall recommend to the
Board of Directors the proposed aggregate amount of Incentive Compensation payments to be distributed by the Company to Participants and the proposed amount of Incentive Compensation award to each Participant who is an Elected Officer. The Board of
Directors shall review and approve the recommendations of the Committee, or make adjustments to the proposed amounts of Incentive Compensation payable for a Plan Year (on an aggregate level or with respect to a Participant who is an Elected Officer,
or both), on the basis of such factors as it deems relevant. 
 Section 5.03 The Incentive Compensation amount determined for each Participant with
respect to each Plan Year shall be paid to such Participant in cash not later than March 15 following the Plan Year or deferred at the direction of the Committee, but only to the extent permitted under Code Section 409A, until the
Participant’s termination of employment. Notwithstanding the foregoing, Participants may also elect to defer payments in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan. 

  
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 Section 5.04 Before the end of each Plan Year, the Board of Directors may set a minimum aggregate bonus
amount that must be used to pay Incentive Compensation awards under this Plan attributable to service during the Plan Year to any combination of Participants who are not Elected Officers of the Company. 

Section 5.05 All applicable U.S. Federal, state and local taxes will be withheld from all Incentive Compensation payments made under this Plan. 

 

	Article VI.	COST OF PLAN 

 The cost for this Plan is intended to be an allowable expense. 

 

	Article VII.	RIGHTS OF PARTICIPANTS 

 Section 7.01 All payments are subject to the discretion of the Board of
Directors. No Participant shall have any right to require the Board of Directors to make any appropriation to the Plan for any Plan Year, nor shall any Participant have any vested interest or property right in any share in any amounts which may be
appropriated to the Plan. 
 Section 7.02 This Plan does not constitute an employment agreement of any kind, or a promise of employment for a specific
term (including the Plan Year) and does not alter the at will nature of a Participant’s employment with the Company, which may be terminated by the Company or a Participant for any or no reason and without advance notice. 

 

	Article VIII.	AUTHORITY TO RECOVER PAYMENTS 

 The Board of Directors retains the authority to make retroactive
adjustments to an Incentive Compensation payment made under the Plan on or after January 1, 2008 in accordance with the provisions regarding Recovery of Payments (Claw Back) in Exhibit A. 

 

	Article IX.	PLAN ADMINISTRATION 

 The Plan shall be administered under the direction of the Committee. The Committee
shall have the right to construe the Plan, to interpret any provision thereof, to make rules and regulations relating to the Plan, and to determine any factual question arising in connection with the Plan’s operation after such investigation or
hearing as the Committee may deem appropriate. Any decision made by the Committee under the provisions of this Article shall be conclusive and binding on all parties concerned. 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 Plan in accordance with its terms and
purpose. The rights and obligations of the Committee under this Article IX shall be assumed by the Subcommittee in the case of Participants subject to Article IV. 
  

	Article X.	AMENDMENT OR TERMINATION OF PLAN 

 The Board of Directors or its delegate shall have the right to
terminate or amend this Plan at any time and to discontinue further payments hereunder. 

  
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	Article XI.	EFFECTIVE DATE 

 The Plan was first effective with respect to the operations of the Company for the Plan
Year beginning January 1, 2006. The Company has further amended and restated the Plan as of the date indicated below, effective January 1, 2016. 
  

			
	LOCKHEED MARTIN CORPORATION:
	
	 /s/ Patricia L. Lewis

	By:	 	Patricia L. Lewis
	Senior Vice President, Human Resources
		
	Date:	 	September 24, 2015



  
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 Exhibit A 

Administrative Provisions 
  

	Article I.	STANDARD OF CONDUCT AND PERFORMANCE EXPECTATION 

 It is a prerequisite that before any payment under the
Plan can be considered that a Participant will have acted in accordance with the Lockheed Martin Corporation Code of Ethics and Business Conduct and fostered an atmosphere to encourage all employees acting under the Participant’s supervision to
perform their duties in accordance with the highest ethical standards. Ethical behavior is imperative. It is also a prerequisite before a payment under a Plan can be considered that a Participant be in good standing with the Company. Thus, in
evaluating performance against commitments, a Participant’s adherence to the Company’s ethical standards will be considered paramount in determining awards under the Plan. 

Participants whose individual performance is determined to be unacceptable are not eligible to receive Incentive Compensation awards. 

 

	Article II.	DEFINITIONS 

 With respect to a Participant, unless otherwise defined in this Article II of Exhibit A,
capitalized terms used in this Document have the meanings set forth in the Plan. 
 Section 2.01 DISABILITY – Termination of employment as a
result of becoming totally disabled as evidenced by commencement of benefits under the Company’s long-term disability plan in which the Participant is enrolled (or, if not a Participant in a Company-sponsored long-term disability plan, under
circumstances which would result in the Participant becoming eligible for benefits using the standards set forth in the Company’s long-term disability plan). 

Section 2.02 ESP – The Lockheed Martin Corporation Executive Severance Plan, as amended from time to time. 

Section 2.03 RETIREMENT – Retirement under the terms of a Company-sponsored pension plan or for Employees who do not participate in a pension plan,
termination from employment with the Company following the attainment of age 55 and five years of service or attainment of age 65. 
  

	Article III.	ELIGIBILITY FOR INCENTIVE COMPENSATION AWARDS 

 Section 3.01 In general, a Participant must be an
Employee on active status or on paid leave of absence on January 1 through December 31 of the Plan Year to be eligible for a full Incentive Compensation award for that Plan Year. 

  
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 Section 3.02 Partial, pro-rated Incentive Compensation awards for Participants may be made as provided in
this Section 3.02. All pro-rated awards will be calculated to the day, i.e., the number of days an Employee is a Participant in the Plan divided by 365. 
  

	 	(a)	Hire during a Plan Year: 

  

	 	(i)	Participant hired on or before October 1: Participant is eligible for a pro-rated payment if on active status on December 31 of the Plan Year. 


 

	 	(ii)	Employee hired after October 1: Employee is not eligible for an award under the Plan for the Plan Year. 

  

	 	(b)	Promotion during a Plan Year: 

  

	 	(i)	Employee promoted on or before October 1: Employee is eligible for a pro-rated payment if selected to be a Participant and on active status on December 31 of the Plan Year. 


 

	 	(ii)	Employee promoted to Level 7, 8 or 9 after October 1: Employee is not eligible for an award under the Plan for the Plan Year. 

  

	 	(c)	Downlevel during a Plan Year: 

  

	 	(i)	Participant downleveled on or before October 1: Participant is eligible for a pro-rated award if on active status on December 31 of the Plan Year. 


 

	 	(ii)	Participant downleveled after October 1: Participant is eligible for a full award if he or she was a Participant on January 1 of the Plan Year and continues to be an Employee on active status on
December 31 of the Plan Year. 

  

	 	(d)	Voluntary termination during the Plan Year: A Participant is not eligible for an award if he or she voluntarily terminates employment, other than on account of Retirement, during the Plan Year. 


 

	 	(e)	Lay Off during a Plan Year: 

  

	 	(i)	Non-ESP-Eligible Participants: A Participant who does not receive a payment under the ESP may be considered for a pro-rated award in the Company’s discretion if the Participant has a minimum of six (6) months
as an active Employee during the Plan Year. The pro-rated award will be based on a payment made “At Target.” 

  

	 	(ii)	ESP-Eligible Participants: A Participant who receives any payment under the ESP, regardless of whether the Participant receives a supplemental payment under the ESP, is not eligible to receive an award under the Plan
for the Plan Year in which the layoff occurs. 

  

	 	(f)	Retirement during a Plan Year: A Participant who terminates employment with the Company on account of Retirement during a Plan Year may be considered for a pro-rated award in the Company’s discretion if the
Participant has a minimum of six (6) full months as an active Employee during the Plan Year. The pro-rated award will be based on year-end performance results. 


  
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	 	(g)	Disability or death during a Plan Year: A Participant who terminates employment with the Company on account of Disability or death during a Plan Year may be considered for a pro-rated award in the Company’s
discretion if the Participant has a minimum of three (3) full months as an active Employee during the Plan Year. The pro-rated award will be based on a payment made “At Target.” 


 

	 	(h)	Unpaid leave of absence during a Plan Year: A Participant who is on unpaid leave of absence for more than three (3) months during a Plan Year may be considered for a pro-rated award in the Company’s discretion
if the Participant has a minimum of three (3) full months as an active Employee during the Plan Year. 

  

	 	(i)	Termination for cause during a Plan Year: A Participant who is terminated for cause during the Plan Year is not eligible for an award under the Plan. 


 

	Article IV.	RECOVERY OF PAYMENTS (CLAW BACK) 

 Section 4.01 The Board of Directors retains the authority to make
retroactive adjustments to a payment made under the Plan on or after January 1, 2008 under the following circumstances and such other circumstances as may be specified by final regulation issued by the Securities and Exchange Commission
entitling the Company to recapture or claw back amounts paid pursuant to the Plan: 
  

	 	(a)	If the Board of Directors determines, after consideration of all the facts and circumstances that the Board of Directors in its sole discretion considers relevant, that either (i) the intentional misconduct or
gross negligence of an Elected Officer, or (ii) the failure of an Elected Officer to report another person’s intentional misconduct or gross negligence of which the Elected Officer had knowledge, contributed to the Company having to
restate all or a portion of its financial statements filed with the Securities and Exchange Commission, then the Board of Directors may require the Elected Officer to repay to the Company the value of any payment under the Plan as determined by the
Board of Directors. 

  

	 	(b)	If the Board of Directors determines, after consideration of all the facts and circumstances that the Board of Directors in its sole discretion considers relevant, that an Elected Officer either (i) engaged in
fraud, bribery or other illegal act, or (ii) the Elected Officer’s intentional misconduct or gross negligence (including the failure by the Elected Officer to report the acts of another person of which the Elected Officer had knowledge)
contributed to another person’s fraud, bribery or other illegal act, which in either case adversely impacted the Company’s financial position or reputation, the Board of Directors may require the Elected Officer to repay to the Company the
value of any payment under the Plan as determined by the Board of Directors. 

 To the extent permissible under applicable law, the Board of
Directors may delegate its authority to make determinations under this Article IV to the Committee. 

  
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