Exhibit 10.33



 Exhibit 10.33 
 RSU 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933

 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors (“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and
other requirements set forth in this letter and the Plan, to receive from Lockheed Martin Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and
(ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan,
as amended effective January 1, 2009 (“Plan”), and any rules and procedures adopted by the Committee. 
 This
letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus
relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 

Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit
or RSU as used in this Award Agreement refers only to the Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with
respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be
effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31,
2010, this Award will be forfeited. 








 Award Date: February 1, 2010 
  Page
 2
 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
  Page
 3
 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the “Restricted Period”). All of your RSUs
will be forfeited and all of your rights to the RSUs and to receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and
continue to provide services to the Corporation as an Employee of the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below.

 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability 
 Your RSUs will immediately vest and no
longer be subject to the continuing employment requirement if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your









 Award Date: February 1, 2010 
  Page
 4
 
  

 
RSUs will not be subject to the continued employment requirement, the Restricted Period will end for a portion of your RSUs, and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011) but before the second anniversary of the Award
Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, you will not be subject to the continued employment requirement, the Restricted Period will end for a portion of your RSUs, and you will vest in a portion of your RSUs
as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011) but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your termination of
employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following attainment of
age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR
TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013,
other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as









 Award Date: February 1, 2010 
  Page
 5
 
  

 
described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you will forfeit your RSUs on the date of your termination.

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or its subsidiaries and the transfer
of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety (90) days following your
termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term “divestiture” shall mean a transaction
which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a combination thereof. 
 CHANGE IN CONTROL 
 In the
event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your termination following the Change in Control. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination
and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
  Page
 6
 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a portion of your
Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an administrative
practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if earlier). FICA
taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the first
anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA tax
from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding. 
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe additional taxes as a
result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or









 Award Date: February 1, 2010 
  Page
 7
 
  

 
interpreted in a manner that is reasonably believed to result in the imposition of tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge
your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as soon as possible but in no event later than December 31, 2010.
Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for the delivery
and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either electronically or by signing and returning a copy of this letter by December 31, 2010 as
follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 MISCELLANEOUS 
 Nothing contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits
in any way the right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.
Notwithstanding any other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
  Page
 8
 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		  	
			
	  
	 		  	  

	Signature	 		  	Date
			
	  
	 		  	  

	Print Name	 		  	U.S. Social Security Number or Employee ID








 RSU Intnl 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation may be required to collect from you the appropriate amount of income taxes and social
insurance contributions. In this regard, please see “Timing of Taxation and Withholding” below. 
 After the Stock is
delivered to you, you (or your designee(s)) will enjoy all of the rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or
otherwise transfer the shares. You should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws.

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares in exchange for your RSUs in the
event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’ office at the address below.









 Award Date: February 1, 2010 
 Page 3 
  

 If, at your death, a completed beneficiary designation form is not on file at the Vice
President of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the “Restricted Period”). All of your RSUs
will be forfeited and all of your rights to the RSUs and to receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and
continue to provide services to the Corporation as an Employee of the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below.

 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability 
 Your RSUs will immediately vest and no
longer be subject to the continuing employment requirement if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
not be subject to the continued employment requirement, the Restricted Period will end for a portion of your RSUs, and you will vest in your RSUs as follows: 








 Award Date: February 1, 2010 
 Page 4 
  


	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011) but before the second anniversary of the Award
Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, you will not be subject to the continued employment requirement, the Restricted Period will end for a portion of your RSUs, and you will vest in a portion of your RSUs
as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011) but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your termination of
employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following attainment of
age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR
TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013,
other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you
will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 5 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing
stockholders during the Restricted Period or in the event of a reverse stock split resulting in a contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you
held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 The Corporation will withhold applicable taxes as required by law. You agree to make appropriate arrangements with the Corporation for the
satisfaction of all income and employment tax withholding requirements as well as social insurance contributions applicable to the RSUs, dividend equivalents, and associated Stock (“RSU Taxes”). In this regard, you authorize the
Corporation to withhold all RSU Taxes legally payable by you from your wages or other cash compensation paid to you by the Corporation or, if permissible under applicable legal requirements, from dividend equivalents or proceeds from the vesting of
the RSUs or the sale of the underlying Stock in an amount sufficient to cover the RSU Taxes. You acknowledge and agree that the Corporation may refuse to deliver Stock if such withholding amounts are not delivered at the time of vesting or payment.
To the extent that the amounts withheld by the Corporation are insufficient to satisfy the RSU Taxes, you shall pay to the Corporation any additional amount of the RSU Taxes that may be required to be withheld as a result of your participation in
the Plan. You acknowledge and agree that withholding obligations may change









 Award Date: February 1, 2010 
 Page 6 
  

 
from time to time as laws or their interpretations change, and regardless of the Corporation’s actions with respect to the RSU Taxes, the ultimate liability for any and all RSU Taxes is and
shall remain your responsibility, and that the Corporation (a) makes no representation or undertaking regarding the treatment of any RSU Taxes in connection with any aspect of the grant of the RSUs, including the payment of dividend
equivalents, the grant or vesting of the RSUs, and the subsequent sale of Stock acquired under the Plan; and (b) does not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for RSU Taxes.

 You understand that you may suffer adverse tax consequences as a result of your purchase or disposition of the Stock. You
represent that you will consult with your own tax advisors in connection with the purchase or disposition of the Stock and that you are not relying on the Corporation for any tax advice. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9
of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding
Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This
Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of tax under Code section 409A. 
 DATA PRIVACY CONSENT 
 You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among the Corporation for the exclusive purpose of implementing, administering and managing your participation in the
Plan. 
 You understand that the Corporation holds certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Corporation, details of all awards or any other entitlement to
shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You
understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party









 Award Date: February 1, 2010 
 Page 7 
  

 
with whom the Corporation may elect to administer the settlement of any award. You understand that Data will be held only as long as is necessary to implement, administer and manage your
participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your
refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. 
 ACCEPTANCE OF
AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or
returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you
personally and constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to
accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 EMPLOYEE ACKNOWLEDGMENT 
 You acknowledge and agree as follows: 
 (a) the Plan is discretionary in nature
and that the Committee may amend, suspend, or terminate it at any time; 
 (b) the grant of the RSUs are voluntary and
occasional and does not create any









 Award Date: February 1, 2010 
 Page 8 
  

 
contractual or other right to receive future grants of any RSUs, or benefits in lieu of any RSUs even if RSUs have been granted repeatedly in the past; 
 (c) all determinations with respect to such future RSUs, if any, including but not limited to the times when RSUs shall be granted or when
RSUs shall vest, will be at the sole discretion of the Committee; 
 (d) your participation in the Plan is voluntary;

 (e) the value of the RSUs are an extraordinary item of compensation, which is outside the scope of your employment contract
(if any), except as may otherwise be explicitly provided in your employment contract; 
 (f) the RSUs are not part of normal or
expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance, resignation, redundancy, end of service, or similar payments, or bonuses, long-service awards, pension or retirement benefits;

 (g) the RSUs shall expire upon termination of your employment for any reason except as may otherwise be explicitly provided
in the Plan and this Award Agreement; 
 (h) the future value of the shares is unknown and cannot be predicted with certainty;
and 
 (i) no claim or entitlement to compensation or damages arises from the termination of the RSUs or diminution in value of
the RSUs or Stock and you irrevocably release the Corporation and your employer from any such claim that may arise. 
 MISCELLANEOUS 

 Nothing contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or
guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not
be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from
the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		  	
			
	  
	 		  	  

	Signature	 		  	Date
			
	  
	 		  	  

	Print Name	 		  	U.S. Social Security Number or Employee ID








 RSU PECA CEO 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors (“Committee”)
has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin Corporation
(“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of the
Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within
ninety (90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your
termination of employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following
attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before
February 1, 2013, other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without
“cause,” you will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination
and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a portion of your
Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an administrative
practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if earlier). FICA
taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the first
anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA tax
from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding. 
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe additional taxes as a
result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		  	
			
	  
	 		  	  

	Signature	 		  	Date
			
	  
	 		  	  

	Print Name	 		  	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Chief Executive Officer of the Corporation, during the two-year period following the date of my termination of employment (the “Termination Date”) with Lockheed Martin Corporation
(the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director, officer, partner or
consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the detriment of the
Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Award Date: February 1, 2010 
 Page 11 
  

 (c) Protection of Proprietary Information - Except to the extent required by
law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Award Date: February 1, 2010 
 Page 12 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the RSUs is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s











 Award Date: February 1, 2010 
 Page 13 
  


	 	 
fraud, bribery or other illegal act, which in any such case adversely affected the Corporation’s financial position or reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and continue to own the shares of
Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of the Corporation issued or
issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of
the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned the RSUs fully, all of my
remaining rights, title or interest in the RSUs. 

 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the
Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 








 Award Date: February 1, 2010 
 Page 14 
  

 (a) “Restricted Company” means The Boeing Company, General Dynamics
Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any
entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation,
spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means
products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at
any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or
business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business
area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating
unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or
operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time
during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of RSUs under the Award Agreement. 







 RSU PECA SVPHR 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your termination of
employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following attainment of
age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR
TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013,
other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you
will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination
and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a portion of your
Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an administrative
practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if earlier). FICA
taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the first
anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA tax
from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding. 
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe additional taxes as a
result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		  	
			
	  
	 		  	  

	Signature	 		  	Date
			
	  
	 		  	  

	Print Name	 		  	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Senior Vice President, Human Resources of the Corporation, during the one-year period following the date of my termination of employment (the “Termination Date”) with Lockheed
Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director,
officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the
detriment of the Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Award Date: February 1, 2010 
 Page 11 
  

 (c) Protection of Proprietary Information - Except to the extent required by
law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Award Date: February 1, 2010 
 Page 12 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the RSUs is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I had knowledge during the period I was











 Award Date: February 1, 2010 
 Page 13 
  


	 	 
employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the Corporation’s financial position or
reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and continue to own the shares of
Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of the Corporation issued or
issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of
the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned the RSUs fully, all of my
remaining rights, title or interest in the RSUs. 

 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the
Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 








 Award Date: February 1, 2010 
 Page 14 
  

 (a) “Restricted Company” means The Boeing Company, General Dynamics
Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any
entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation,
spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means
products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at
any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or
business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business
area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating
unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or
operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time
during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of RSUs under the Award Agreement. 







 RSU PECA (California) CEO 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A (a) (2) (B) (i) applies because you are
a specified employee receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of
the Securities Exchange Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The
certificates delivered to you may contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate
amount of Federal, state and local taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard,
please see “Timing of Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your
designee(s)) will enjoy all of the rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You
should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your termination of
employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following attainment of
age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR
TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013,
other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you
will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A (a) (2) (B) (i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following
such date of termination and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a
portion of your Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an
administrative practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if
earlier). FICA taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the
first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA
tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding.  
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe
additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 

 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of
Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or
alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to
result in the imposition of tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information,
including Trade Secrets and Confidential Information – Except to the extent required by law, following my Termination Date, and in conformance with the provisions of the California Uniform Trade Secrets Act (Cal. Civil Code
§ 3426, et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have a continuing obligation to comply with the terms of any non-disclosure or
similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related
companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or
entity, for the purpose or effect of competing unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment
with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify
the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I
have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary
Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third
parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an
unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	 existing and contemplated business, marketing and financial business information such as business plans and methods, marketing











 Award Date: February 1, 2010 
 Page 11 
  


	 	 
information, cost estimates, forecasts, financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed
business alliances, and information about customers or competitors, or 


  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes, or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision does not prevent the
hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No
disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees,
agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d)
Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution
proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could
be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation
or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the
benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the
Corporation and that the grant of the RSUs is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and
are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions
I hold with the









 Award Date: February 1, 2010 
 Page 12 
  

 
Corporation and the access to and extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably
required for the protection of the Corporation’s legitimate business interests. 
 3. Remedies For Breach of
Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit,
return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and
continue to own the shares of Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of
the Corporation issued or issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and
Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned
the RSUs fully, all of my remaining rights, title or interest in the RSUs. 








 Award Date: February 1, 2010 
 Page 13 
  

 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law
may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise
available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of
actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity;
Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or
unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication
is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. Any enforcement of, or
challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland. Both parties consent to the proper jurisdiction and venue of the Circuit Court of Maryland and the
United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c)
This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of
my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of RSUs under the Award Agreement. 







 RSU PECA (California) SVPHR 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A (a) (2) (B) (i) applies because you are
a specified employee receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of
the Securities Exchange Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The
certificates delivered to you may contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate
amount of Federal, state and local taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard,
please see “Timing of Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your
designee(s)) will enjoy all of the rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You
should note, however, that, while the shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within
ninety (90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your
termination of employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following
attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before
February 1, 2013, other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without
“cause,” you will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A (a) (2) (B) (i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following
such date of termination and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a
portion of your Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an
administrative practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if
earlier). FICA taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the
first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA
tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding.  
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe
additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 

 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of
Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or
alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to
result in the imposition of tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information,
including Trade Secrets and Confidential Information – Except to the extent required by law, following my Termination Date, and in conformance with the provisions of the California Uniform Trade Secrets Act (Cal. Civil Code
§ 3426, et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have a continuing obligation to comply with the terms of any non-disclosure or similar
agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint
ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity, for the purpose
or effect of competing unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In
the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s
Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or
which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means
Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide
the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an unauthorized manner, might be
detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	 existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information,











 Award Date: February 1, 2010 
 Page 11 
  


	 	 
cost estimates, forecasts, financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances,
and information about customers or competitors, or 


  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes, or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision
does not prevent the hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers,
employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d)
Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution
proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could
be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation
or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the
benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the
Corporation and that the grant of the RSUs is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and
are fair and reasonable in light of the value of the benefits and compensation









 Award Date: February 1, 2010 
 Page 12 
  

 
opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the
Corporation and the access to and extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s
legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and
Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the
“Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and
continue to own the shares of Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of
the Corporation issued or issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and
Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned
the RSUs fully, all of my remaining rights, title or interest in the RSUs. 








 Award Date: February 1, 2010 
 Page 13 
  

 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law
may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise
available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of
actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity;
Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or
unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication
is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. Any enforcement of, or
challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland. Both parties consent to the proper jurisdiction and venue of the Circuit Court of Maryland and the
United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c)
This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of
my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of RSUs under the Award Agreement. 







 PECA RSU-Attorney 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within
ninety (90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your
termination of employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following
attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before
February 1, 2013, other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without
“cause,” you will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination
and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a
portion of your Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an
administrative practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if
earlier). FICA taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the
first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA
tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding.  
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe
additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 

 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of
Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or
alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to
result in the imposition of tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Post Termination Activity  
 (a) Post-employment Activity As a
Lawyer – I acknowledge that as counsel to Lockheed Martin Corporation (the “Corporation”), I owe ethical and fiduciary obligations to the Corporation and that at least some of these obligations will continue even after the date of
my termination of employment with the Corporation (“Termination Date”). I agree that after my Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted
by applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not 
  

	 	(i)	Represent any client adversely to the Corporation; 

  

	 	(ii)	Reveal to any third party any information learned by me during the course of my employment with the Corporation except for information that is or becomes generally
known; 

  

	 	(iii)	Encourage or solicit any present or future agents or employees of the Corporation to terminate their employment for the purpose of competing with the Corporation; or


  

	 	(iv)	Whether as a lawyer or non-lawyer, accept a position (whether as agent, employer, part or sole owner or in any other capacity) with any person or entity whose interests
are adverse to the Corporation’s interests if that adverse position is related in any way to my present or past work with the Corporation. 

 (b) No disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation
or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (c) Cooperation in Litigation and Investigations – Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or









 Award Date: February 1, 2010 
 Page 11 
  

 
future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested
to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this
PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits
and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the RSUs is expressly made contingent upon my agreements with the Corporation set forth in this
PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the
Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation’s confidential or proprietary
information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3. Remedies for Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, to the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct, that upon demand by the Corporation, to forfeit, return or repay to
the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1 (and in the case of 1(a), the breach occurs prior to the second anniversary of my Termination Date);


  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I had knowledge during the period I was employed by the Corporation)











 Award Date: February 1, 2010 
 Page 12 
  


	 	 
contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the Corporation’s financial position or reputation.



  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and continue to own the shares of
Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of the Corporation issued or
issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of
the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned the RSUs fully, all of my
remaining rights, title or interest in the RSUs. 

 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the
Plan, as applicable. 








 Award Date: February 1, 2010 
 Page 13 
  

 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of RSUs under the Award Agreement. 







 RSU (RJS) 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Mr. Stevens: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of 0.2%
and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that excess
referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the Award
Date (February 1, 2012); and 










 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the Restricted
Period. If you retire with an effective date on or after February 1, 2011, your RSUs will continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be
subject to the continued employment requirement and, subject to any Performance Shortfall that may occur, the Restricted Period will end for a portion of your RSUs and you will vest in a portion of your RSUs as follows: 
  

	 	(i)	 you will vest in one third ( 1/
3) of your RSUs if your retirement is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the second anniversary of the
Award Date (February 1, 2012); and 


  

	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your retirement is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the
Award Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within
ninety (90) days following your termination of employment on account of your retirement, but in no event later than the March 15 next following the year in which you retire. You will forfeit the remaining RSUs on the date of your
termination of employment. For purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which you are a participant or termination following
attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. 
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before
February 1, 2013, other than on account of death, disability, layoff, or retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without
“cause,” you will forfeit your RSUs on the date of your termination. 








 Award Date: February 1, 2010 
 Page 6 
  

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or
its subsidiaries and the transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety
(90) days following your termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term
“divestiture” shall mean a transaction which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a
combination thereof. 
 CHANGE IN CONTROL 
 In the event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your
termination following the Change in Control. You will vest in your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a
contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of
the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of
Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If
Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination
and, accordingly, the Fair Market Value of the Stock on that date shall be used for purposes of determining your compensation income.) 








 Award Date: February 1, 2010 
 Page 7 
  

 Your tax basis in shares of Stock delivered to you in respect of the RSUs will be equal
to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested RSUs in
accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the Corporation
reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a
portion of your Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an
administrative practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if
earlier). FICA taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the
first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA
tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the
withholding.  
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe
additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 

 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of
Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or
alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to
result in the imposition of tax under Code section 409A. 








 Award Date: February 1, 2010 
 Page 8 
  

 ACCEPTANCE OF AWARD 
 No Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 9 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 10 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Management Development and Compensation Committee of the Board of Directors of the Corporation, during the two-year period following the date of my termination of employment (the
“Termination Date”) with Lockheed Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below),
whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Management Development and Compensation Committee of the Board of
Directors of the Corporation, during the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the
Corporation to the detriment of the Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Award Date: February 1, 2010 
 Page 11 
  

 (c) Protection of Proprietary Information – Except to the extent required
by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that
disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Award Date: February 1, 2010 
 Page 12 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the RSUs is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act,











 Award Date: February 1, 2010 
 Page 13 
  


	 	 
which in any such case adversely affected the Corporation’s financial position or reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and continue to own the shares of
Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of the Corporation issued or
issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of
the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned the RSUs fully, all of my
remaining rights, title or interest in the RSUs. 

 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the
Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 
 (a) “Restricted
Company” means The Boeing Company, General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications









 Award Date: February 1, 2010 
 Page 14 
  

 
Corporation, the Harris Corporation, Thales, EADS North America and (i) any entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and
(ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means products or services that compete with, or are an alternative or potential
alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at any time within the two-year period ending on the Termination Date;
provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time within the two-year period ending
on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business area, division or operating unit of the Corporation for which I had
responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time within the two-year
period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or operating unit of the Corporation for which I had access (or was required
or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect
in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to
time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of RSUs under the
Award Agreement. 







 RSU Retention (Elected Officer) 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to satisfaction of a performance goal as well as your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the
“Restricted Period”). If any of these requirements are not satisfied, you may forfeit all or part of your RSUs. Upon forfeiture, you will no longer have the right to receive Stock for forfeited RSUs or to receive cash payments as dividend
equivalents. 
 1. Performance Goal 
 At its first meeting after the Corporation finalizes the financial results for the year ending December 31, 2010, the Committee will multiply the number of RSUs awarded to you under this Award
Agreement by the Fair Market Value of Stock on the Award Date ($            ) (“RSU Award Value”). The Committee will then compare your RSU Award Value to the product of
0.04% and the Corporation’s Cash Flow for the year ending December 31, 2010 (with the product being referred to as the “RSU Performance Goal”). If your RSU Award Value exceeds your RSU Performance Goal (with the amount of that
excess referred to as the “Performance Shortfall”) then you will forfeit the number of whole RSUs that are equal to the Performance Shortfall divided by the Fair Market Value of Stock on the Award Date
($            ). 
 For purposes of this Award Agreement, Cash Flow
for any period means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the
Corporation’s defined benefit pension plans during the period and the actual amounts contributed by the Corporation during the period; and (ii) any tax payments or tax benefits during the period associated with the divestiture of business
units. Cash Flow shall be determined by the Committee 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, in either case as modified by this paragraph. 








 Award Date: February 1, 2010 
 Page 4 
  

 2. Employment Requirement 
 Regardless of the satisfaction of the RSU Performance Goal, all of your RSUs will be forfeited and all of your rights to the RSUs and to
receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and continue to provide services to the Corporation as an Employee of
the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below. 
 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability

 Your RSUs will immediately vest and no longer be subject to the continuing employment requirement or the potential
forfeiture to the extent of a Performance Shortfall if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your RSUs will
continue to be subject to forfeiture to the extent of any Performance Shortfall certified by the Committee on or after such date; however, you will not be subject to the continued employment requirement and, subject to any Performance Shortfall that
may occur, the Restricted Period will end for a portion of your RSUs and you will vest in your RSUs as follows: 
  

	 	(i)	you will vest in one third (1/3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011), but before the
second anniversary of the Award Date (February 1, 2012); and 









 Award Date: February 1, 2010 
 Page 5 
  


	 	(ii)	 you will vest in two thirds ( 2/
3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the third anniversary of the Award
Date (February 1, 2013). 


 The vested RSUs will be exchanged for shares of Stock within ninety
(90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2013, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the
Restricted Period.  
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013, other than on account of death, disability, layoff, or
retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you will forfeit your RSUs on the date of your termination.

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or its subsidiaries and the transfer
of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety (90) days following your
termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term “divestiture” shall mean a transaction
which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a combination thereof. 
 CHANGE IN CONTROL 
 In the
event your employment is terminated by the Corporation (or its successor) following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your termination following the Change in Control. You will vest in
your entire Award under this Agreement and without regard to any forfeiture that might otherwise occur because of a Performance Shortfall. 








 Award Date: February 1, 2010 
 Page 6 
  

 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or other similar action resulting in additional shares of Stock being issued to existing
stockholders during the Restricted Period or in the event of a reverse stock split resulting in a contraction in the number of shares outstanding during the Restricted Period, the number of your RSUs will be adjusted in the same manner as if you
held actual shares of Stock. 
 TIMING OF TAXATION AND WITHHOLDING 
 Upon the expiration or termination of the Restricted Period, the Fair Market Value of the Stock deliverable to you in respect of the RSUs
will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of Federal, state, and local taxes will apply at the minimum rate prescribed by law. FICA tax
withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If Code section 409A(a)(2)(B)(i) applies because you are a specified employee receiving Stock
on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination and, accordingly, the Fair Market Value of the Stock on that date shall be used for
purposes of determining your compensation income.) 
 Your tax basis in shares of Stock delivered to you in respect of the RSUs
will be equal to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such Stock will begin on that day.

 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable to you in respect of vested
RSUs in accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock deliverable to you by means of the
Corporation reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income and subject to withholding of Federal, state and local income
taxes, and FICA taxes. 
 In the event you are or become eligible for retirement during the Restricted Period, a portion of your
Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which the Restricted Period would terminate if you were to retire. As an administrative
practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if earlier). FICA
taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you are eligible to retire during the









 Award Date: February 1, 2010 
 Page 7 
  

 
Restricted Period, then you would become subject to FICA taxes on the later of the first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be
withheld even though Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you
either shortly before or after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the withholding. 
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee
may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of Award Agreements will, except with your express written
consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No
Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as soon as possible but in
no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has
authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either electronically or by signing and returning a
copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent









 Award Date: February 1, 2010 
 Page 8 
  

 
can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 MISCELLANEOUS 
 Nothing
contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits in any way the
right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. Notwithstanding any
other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 
 The Corporation recommends that Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the
Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Award Date: February 1, 2010 
 Page 9 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (RSU Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of restricted stock units to me under the Award Agreement (the “RSUs”) pursuant to the Lockheed Martin Corporation
Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the RSUs, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Chief Executive Officer of the Corporation, during the two-year period following the date of my termination of employment (the “Termination Date”) with Lockheed Martin Corporation
(the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director, officer, partner or
consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the detriment of the
Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Award Date: February 1, 2010 
 Page 10 
  

 (c) Protection of Proprietary Information - Except to the extent required by
law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Award Date: February 1, 2010 
 Page 11 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the RSUs is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation's Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation's legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s











 Award Date: February 1, 2010 
 Page 12 
  


	 	 
fraud, bribery or other illegal act, which in any such case adversely affected the Corporation’s financial position or reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the RSUs and continue to own the shares of
Common Stock of the Corporation issued or issuable in respect of the RSUs, the shares of Common Stock so acquired; (ii) to the extent I have earned any of the RSUs and no longer own the shares of Common Stock of the Corporation issued or
issuable in respect of the RSUs, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of
the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not earned the RSUs fully, all of my
remaining rights, title or interest in the RSUs. 

 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the
Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 








 Award Date: February 1, 2010 
 Page 13 
  

 (a) “Restricted Company” means The Boeing Company, General Dynamics
Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any
entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation,
spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means
products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at
any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or
business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business
area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating
unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or
operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time
during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the RSUs to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of RSUs under the Award Agreement. 







 RSU (Retention-NoPECA) 
 Award Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Awardee: 
 The Management Development and Compensation Committee of the Board of Directors
(“Committee”) has awarded you Restricted Stock Units (“RSUs”). Each RSU entitles you, upon satisfaction of the continued employment and other requirements set forth in this letter and the Plan, to receive from Lockheed Martin
Corporation (“Corporation”) (i) one (1) share of the Corporation’s common stock, par value $1.00 per share, (“Stock”); and (ii) quarterly cash payments equivalent to any cash dividends paid to stockholders of
the Corporation, each in accordance with the terms of this letter, the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (“Plan”), and any rules and procedures
adopted by the Committee. 
 This letter constitutes the Award Agreement for your RSUs and sets forth some of the terms and
conditions of your Award under the Plan, as determined by the Committee. Additional terms and conditions are described in the Plan and in the Prospectus relating to the Plan of which the Plan and this Award Agreement are a part. In the event of a
conflict between this letter and the Plan, the Plan document will control. The Prospectus is available at http://www.benefitaccess.com. 
 Capitalized terms not defined in this Award Agreement will have the meaning ascribed to them in the Plan. The term Restricted Stock Unit or RSU as used in this Award Agreement refers only to the
Restricted Stock Units awarded to you under this Award Agreement. 
 Your Award is not effective or enforceable until you
properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but
in no event later than December 31, 2010. Acceptance of this Award Agreement constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has authorized electronic means for
the delivery and acceptance of this Award Agreement. Assuming prompt and proper acknowledgment of your acceptance of this Award Agreement as described, this Award will be effective as of the Award Date. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited.









 Award Date: February 1, 2010 
 Page 2 
  

 CONSIDERATION FOR AWARD 
 The consideration for the Restricted Stock Units is your continued service to the Corporation as an employee during the Restricted Period set
forth below. If you do not continue to perform services for the Corporation as an employee during the entire Restricted Period, your Award will be forfeited in whole or in part. 
 RIGHTS OF OWNERSHIP, RESTRICTIONS ON TRANSFER 
 During the Restricted
Period, your RSUs will be subject to forfeiture. Until the Restricted Period ends with respect to a particular RSU and a share of Stock is delivered to you, you generally will not have the rights and privileges of a stockholder. In particular, you
will not have the right to vote your RSUs on any matter put to the stockholders of the Corporation and you may not sell, transfer, assign, pledge, use as collateral or otherwise dispose of or encumber RSUs. You will, however, have the right to
receive a cash payment for each RSU equivalent to the cash dividend paid to stockholders on a share of Stock at the time the corresponding dividend is paid to stockholders and this right continues until the expiration of the Restricted Period and
until the date that Stock is deliverable to you. 
 Upon expiration or termination of the Restricted Period with respect to your
RSUs, and subject to the forfeiture provisions set forth below, each RSU for which the restrictions have lapsed will be exchanged for a certificate (either in paper or book entry form) evidencing one (1) share of Stock issued in your name (or
other name(s) designated by you). Your shares will be delivered to you within ninety (90) days of the expiration or termination of the Restricted Period. In the event Code section 409A(a)(2)(B)(i) applies because you are a specified employee
receiving a distribution on account of a termination of employment, delivery of stock may be delayed for six months from such date; similarly, if you are an Insider subject to the reporting provisions of Section 16(a) of the Securities Exchange
Act of 1934, delivery of Stock following the expiration of the Restricted Period for any reason may be delayed for six months. You will be notified if you are a specified employee for purposes of section 409A. The certificates delivered to you may
contain any legend the Corporation determines is appropriate under the securities laws. At the time the Restricted Period for your RSUs terminates, the Corporation is required to collect from you the appropriate amount of Federal, state and local
taxes. The Corporation may be required to collect FICA taxes from you prior to the termination of the Restricted Period if you become eligible for retirement prior to the termination of that period. In this regard, please see “Timing of
Taxation and Withholding” below. 
 After the Stock is delivered to you, you (or your designee(s)) will enjoy all of the
rights and privileges associated with ownership of the shares, including the right to vote on any matter put to stockholder vote, to receive dividends, and to encumber, sell or otherwise transfer the shares. You should note, however, that, while the
shares would thus be free of the restrictions imposed during the Restricted Period, your ability to sell the shares may be limited under the Federal securities laws. 








 Award Date: February 1, 2010 
 Page 3 
  

 You have the right to designate a beneficiary (or beneficiaries) to receive your shares
in exchange for your RSUs in the event of your death during the Restricted Period by completing a beneficiary designation form available at http://www.benefitaccess.com and returning it to the Vice President of Compensation and Benefits’
office at the address below. 
 If, at your death, a completed beneficiary designation form is not on file at the Vice President
of Compensation and Benefits’ office (or if your designated beneficiary predeceases you), the Stock in respect of your RSUs will be transferred to your estate. 
 RESTRICTED PERIOD, FORFEITURE 
 The vesting of the RSUs awarded under this
Award Agreement is subject to your acceptance of this Award Agreement by December 31, 2010 and your continued employment with the Corporation from the Award Date until February 1, 2013 (the “Restricted Period”). All of your RSUs
will be forfeited and all of your rights to the RSUs and to receive Stock for your RSUs will cease without further obligation on the part of the Corporation unless you accept this Award Agreement as provided below by December 31, 2010 and
continue to provide services to the Corporation as an Employee of the Corporation until the expiration or termination of the Restricted Period, which will occur on February 1, 2013, subject only to the specific exceptions provided below.

 DEATH, DISABILITY, LAYOFF, RETIREMENT 
 1. Death and Disability 
 Your RSUs will immediately vest and no
longer be subject to the continuing employment requirement if: 
  

	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 The vested RSUs will be exchanged for shares of Stock within ninety (90) days following the date of your termination of employment on
account of death or total disability, but in no event later than the March 15 next following the year in which such termination occurs. 
 2. Lay Off 
 If you are laid off with an effective date prior to
February 1, 2011, you will forfeit all of your RSUs in accordance with the general rule requiring continued employment during the Restricted Period. If you are laid off with an effective date on or after February 1, 2011, your









 Award Date: February 1, 2010 
 Page 4 
  

 
RSUs will not be subject to the continued employment requirement, the Restricted Period will end for a portion of your RSUs, and you will vest in your RSUs as follows: 
  

	 	(i)	you will vest in one third (1/3) of your RSUs if your layoff is effective on or after the first anniversary of the Award Date (February 1, 2011) but before the
second anniversary of the Award Date (February 1, 2012); and 

  

	 	(ii)	you will vest in two thirds (2/3) of your RSUs if your layoff is effective on or after the second anniversary of the Award Date (February 1, 2012) but before the
third anniversary of the Award Date (February 1, 2013). 

 The vested RSUs will be exchanged for shares of Stock
within ninety (90) days following your layoff, but in no event later than the March 15 next following the year in which you are laid off. You will forfeit your remaining RSUs on the date you are laid off. 
 3. Retirement 
 If your retirement is effective before February 1, 2013, you will forfeit all of your RSUs in accordance with the general rule set forth above requiring continuous employment during the
Restricted Period.  
 RESIGNATION OR TERMINATION WITH OR WITHOUT CAUSE 
 If you resign or your employment otherwise terminates before February 1, 2013, other than on account of death, disability, layoff, or
retirement, (or Divestiture or Change in Control as described below) whether voluntarily or by action of the Corporation and in the latter case whether with or without “cause,” you will forfeit your RSUs on the date of your termination.

 DIVESTITURE 
 If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation or its subsidiaries and the transfer
of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Your RSUs will vest immediately and you will receive shares of Stock in exchange for RSUs within ninety (90) days following your
termination of employment with the Corporation, but in no event later than the March 15 next following the year in which your employment terminates. For the purposes of this provision, the term “divestiture” shall mean a transaction
which results in the transfer of control of the business operation divested to any person, corporation, association, partnership, joint venture, limited liability company 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 Corporation, by one or more of the Corporation’s subsidiaries or by a combination thereof. 
 CHANGE IN CONTROL 








 Award Date: February 1, 2010 
 Page 5 
  

 In the event your employment is terminated by the Corporation (or its successor)
following a Change in Control, your RSUs will vest and the Restricted Period shall terminate on the date of your termination following the Change in Control. 
 CHANGES IN CAPITALIZATION 
 In the event of a stock split, stock dividend or
other similar action resulting in additional shares of Stock being issued to existing stockholders during the Restricted Period or in the event of a reverse stock split resulting in a contraction in the number of shares outstanding during the
Restricted Period, the number of your RSUs will be adjusted in the same manner as if you held actual shares of Stock. 
 TIMING OF TAXATION
AND WITHHOLDING 
 Upon the expiration or termination of the Restricted Period, the Fair Market Value of the Stock
deliverable to you in respect of the RSUs will be taxable to you as compensation income, based on the Fair Market Value of Stock on the day the Stock is deliverable to you, and withholding of Federal, state, and local taxes will apply at the minimum
rate prescribed by law. FICA tax withholding also will apply except to the extent FICA taxes have already been collected in the case of retirement-eligible employees as described below. (If Code section 409A(a)(2)(B)(i) applies because you are a
specified employee receiving Stock on account of a termination of employment or if you are an Insider, your Stock may not be deliverable to you for six months following such date of termination and, accordingly, the Fair Market Value of the Stock on
that date shall be used for purposes of determining your compensation income.) 
 Your tax basis in shares of Stock delivered to
you in respect of the RSUs will be equal to the Fair Market Value of such shares on the day the Stock is deliverable to you. Your holding period for purposes of determining long-term capital gain or loss treatment on any subsequent sale of such
Stock will begin on that day. 
 Unless you deliver cash to the Corporation to satisfy any withholding tax on Stock deliverable
to you in respect of vested RSUs in accordance with procedures established in advance by the Corporation’s Senior Vice President of Human Resources, you will be deemed to have automatically elected to pay any withholding tax on Stock
deliverable to you by means of the Corporation reducing the number of shares of Stock deliverable to you in respect of vested RSUs, based upon the minimum rate of withholding prescribed by law. 
 Any cash paid to you as dividend equivalents with respect to RSUs during the Restricted Period will be taxable to you as compensation income
and subject to withholding of Federal, state and local income taxes, and FICA taxes. 
 In the event you are or become eligible
for retirement during the Restricted Period, a portion of your Award will become subject to FICA taxes prior to the termination of the Restricted Period, and FICA taxes will be withheld with respect to the number of RSUs on which









 Award Date: February 1, 2010 
 Page 6 
  

 
the Restricted Period would terminate if you were to retire. As an administrative practice in accordance with IRS regulations, the Corporation generally will delay application of these FICA taxes
on retirement-eligible participants until December of the year of withholding (or when the Stock is deliverable, if earlier). FICA taxes will be computed based upon the Fair Market Value of the Stock on the date of withholding. For example, if you
are eligible to retire during the Restricted Period, then you would become subject to FICA taxes on the later of the first anniversary of the Award Date or the date that you become retirement eligible, and FICA taxes would be withheld even though
Stock would not be deliverable to you until the close of the Restricted Period. The Corporation will withhold such FICA tax from your regular wages or MICP payment. The Corporation may collect the FICA withholding from you either shortly before or
after the date it is due and in the case of Insiders may require delivery of a check to satisfy any shortfall in the withholding. 
 Since we will withhold at the minimum rate prescribed by law for these awards, you may owe additional taxes as a result of the termination or expiration of the Restricted Period. 
 AMENDMENT AND TERMINATION OF PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee
may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of Award Agreements will, except with your express written
consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No
Award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and Benefits’ office as soon as possible but in
no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The Committee has
authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of the Award Agreement, either electronically or by signing and returning a
copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 










 Award Date: February 1, 2010 
 Page 7 
  

 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
Award will be effective as of the Award Date. 
 By executing this Award Agreement, you consent to receive copies of the
Prospectus applicable to this Award from this internet site (http://www.benefitaccess.com). This consent can only be withdrawn by written notice to the Vice President of Compensation and Benefits at the address noted above. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited as noted above.

 MISCELLANEOUS 
 Nothing contained in this Award Agreement shall confer upon you any right of continued employment by the Corporation or guarantee that any future awards will be made to you under the Plan. In addition, nothing in this Award Agreement limits
in any way the right of the Corporation to terminate your employment at any time. The value of the RSUs awarded to you will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.
Notwithstanding any other provision of this Award Agreement to the contrary, no Stock will be issued to you within six months from the Award Date. 








 Award Date: February 1, 2010 
 Page 8 
  

 The Corporation recommends that Insiders consult with the Office of the General Counsel
or the Office of the Corporate Secretary before entering into any transactions involving Stock even after the expiration or termination of the Restricted Period. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID








 Stock Option (No PECA) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office, as instructed below as soon as possible but in no event later than December 31, 2010. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE 
 The exercise price of the Options granted hereunder is
$             per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to at any time limit the method of payment to cash. If you elect to pay with Stock, you must have owned
the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 








 Grant Date: February 1, 2010 
 Page 2 
  

 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be
exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 

First Vesting Date: February 1, 2011 - One-Third 
 Second Vesting Date: February 1, 2012 - One-Third 
 Third Vesting Date:
February 1, 2013 - One-Third 
 If the number of Options granted cannot be evenly divided by three into whole shares, the
fractional shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your Options will
immediately vest and no longer be subject to the continuing employment requirement if: 
  

	 	(i)	you die while still employed by the Corporation; or 









 Grant Date: February 1, 2010 
 Page 3 
  


	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 
 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant. Further, from time to time, your ability to









 Grant Date: February 1, 2010 
 Page 4 
  

 
exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with
applicable Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with
the Office of the General Counsel or the Office of the Corporate Secretary before entering into any transactions involving your Options or Stock. 








 Grant Date: February 1, 2010 
 Page 5 
  

 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close
of trading in Lockheed Martin Corporation common stock on the New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be
selected by the Committee). If you are on leave of absence, for the purposes









 Grant Date: February 1, 2010 
 Page 6 
  

 
of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management Development and Compensation Committee)


 (For written acceptance, please complete, sign and return by mail.) 
 Acknowledged by: 

 

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID








 Intl Stock Option 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Office of the Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. 
 If you do not acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE 
 The exercise price of the Options granted hereunder is
$             per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	First Vesting Date: February 1, 2011– One-Third	 	
		 	Second Vesting Date: February 1, 2012 – One-Third	 	
		 	Third Vesting Date: February 1, 2013– One-Third	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your Options will
immediately vest and no longer be subject to the continuing employment requirement if: 
  

	 	(i)	you die while still employed by the Corporation; or 









 Grant Date: February 1, 2010 
 Page 3 
  


	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 
 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant. Further, from time to time, your ability to









 Grant Date: February 1, 2010 
 Page 4 
  

 
exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with
applicable laws, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that you would
otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 You agree to make appropriate arrangements with the Corporation for the satisfaction of all income and employment tax withholding
requirements as well as social insurance contributions applicable to the Option exercise or the disposition of any Stock acquired upon exercise (“Option Taxes”). In this regard, you authorize the Corporation to withhold all Option Taxes
legally payable by you from your wages or other cash compensation paid to you by the Corporation or, if permissible under applicable legal requirements, from proceeds from the sale of Stock acquired upon exercise of the Option in an amount
sufficient to cover the Option Taxes. You acknowledge and agree that the Corporation may refuse to honor the exercise and refuse to deliver Stock if such withholding amounts are not delivered at the time of exercise. To the extent that the amounts
withheld by the Corporation are insufficient to satisfy the Option Taxes, you shall pay to the Corporation any additional amount of the Option Taxes that may be required to be withheld as a result of your participation in the Plan. You acknowledge
and agree that withholding obligations may change from time to time as laws or their interpretations change,









 Grant Date: February 1, 2010 
 Page 5 
  

 
and regardless of the Corporation’s actions with respect to the Option Taxes, the ultimate liability for any and all Option Taxes is and shall remain your responsibility, and that the
Corporation (a) makes no representation or undertaking regarding the treatment of any Option Taxes in connection with any aspect of the grant of the Option, including the grant or exercise of the Option and the subsequent sale of Stock acquired
under the Plan; and (b) does not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Option Taxes. You acknowledge that you may not exercise this Option unless the tax withholding
obligations of the Corporation are satisfied. 
 You understand that you may suffer adverse tax consequences as a result of your
purchase or disposition of the Stock. You represent that you will consult with your own tax advisors in connection with the purchase or disposition of the Stock and that you are not relying on the Corporation for any tax advice. 
 Note for Section 16 Insiders 
 The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by U.S. securities laws and may result in adverse consequences if such treatment is deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the
Office of the General Counsel or the Office of the Corporate Secretary before entering into any transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain
limitations contained within Section 9, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such
amendment, suspension or discontinuance of the Plan or alteration or amendment of Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or
interpreted in a manner that is reasonably believed to result in the imposition of tax under Code section 409A. 
 DATA PRIVACY CONSENT 

 You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your
personal data as described in this Award Agreement by and among the Corporation for the exclusive purpose of implementing, administering and managing your participation in the Plan. 
 You understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and
telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares









 Grant Date: February 1, 2010 
 Page 6 
  

 
or directorships held in the Corporation, details of all awards or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of
implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located
in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the
Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Corporation may elect to administer the settlement of any award. You understand that Data will be held only as
long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments
to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to
participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. 
 ACCEPTANCE OF AWARD 
 No
award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Office of the Vice President of Compensation and Benefits’ office as soon as
possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms with respect to this Award. The
Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either electronically or by signing and
returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 










 Grant Date: February 1, 2010 
 Page 7 
  

 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. By accepting this Award Agreement electronically, you consent to electronic delivery of the Prospectus applicable to these Options. 
 EMPLOYEE ACKNOWLEDGMENT 
 You acknowledge and agree as follows: 

(a) the Plan is discretionary in nature and that the Committee may amend, suspend, or terminate it at any time; 
 (b) the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of any
Options, or benefits in lieu of any Options even if Options have been granted repeatedly in the past; 
 (c) all determinations
with respect to such future Options, if any, including but not limited to the times when Options shall be granted or when Options shall vest, will be at the sole discretion of the Committee; 
 (d) your participation in the Plan is voluntary; 
 (e) the value of Options is an extraordinary item of compensation, which is outside the scope of your employment contract (if any), except as may otherwise be explicitly provided in your employment
contract; 
 (f) the Options are not part of normal or expected compensation or salary for any purpose, including, but not
limited to, calculating termination, severance, resignation, redundancy, end of service, or similar payments, or bonuses, long-service awards, pension or retirement benefits; 
 (g) the Options shall expire upon termination of your employment for any reason except as may otherwise be explicitly provided in the Plan
and this Award Agreement; 
 (h) the future value of the shares is unknown and cannot be predicted with certainty; and

 (i) no claim or entitlement to compensation or damages arises from the termination of the Options or diminution in value of
the Options or Stock and you irrevocably release the Corporation and your employer from any such claim that may arise. 








 Grant Date: February 1, 2010 
 Page 8 
  

 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time subject to all applicable legal requirements in the country of your employment. The value of the Options awarded to you will not be taken
into account for other benefits offered by the Corporation, including but not limited to pension benefits. 
 You have no rights
as a stockholder to any securities covered by this Award Agreement until the date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In
the event of a conflict between this Award Agreement and the Plan, the Plan document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID








 PECA Stock Option (CEO) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$            per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	First Vesting Date: February 1, 2011 – One-Third	 	
		 	Second Vesting Date: February 1, 2012 – One-Third	 	
		 	Third Vesting Date: February 1, 2013 – One-Third	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your
Options will immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Chief Executive Officer of the Corporation, during the two-year period following the date of my termination of employment (the “Termination Date”) with Lockheed Martin Corporation
(the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director, officer, partner or
consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the detriment of the
Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Grant Date: February 1, 2010 
 Page 8 
  

 (c) Protection of Proprietary Information - Except to the extent required by
law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Grant Date: February 1, 2010 
 Page 9 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the Options is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation's Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation's legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another











 Grant Date: February 1, 2010 
 Page 10 
  


	 	 
person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely
affected the Corporation’s financial position or reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to own the shares
of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of Common Stock of the
Corporation issued or issuable upon exercise of the Options, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development
and Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not
exercised the Options fully, all of my remaining rights, title or interest in the Options. 

 4. Injunctive
Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and,
therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of
injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular
provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in
the particular jurisdiction in which such adjudication is made. 








 Grant Date: February 1, 2010 
 Page 11 
  

 6. Definitions. Capitalized terms not defined in this PECA have the meaning given
to them in the Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 
 (a)
“Restricted Company” means The Boeing Company, General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications
Corporation, the Harris Corporation, Thales, EADS North America and (i) any entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business
of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary,
business area, division or operating unit or business of the Corporation as of the Termination Date and at any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business
of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the
products so sold or the services so provided during that two-year period by the subsidiary, business area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the
business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services
includes the products so sold or the services so provided by a subsidiary, business area, division or operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or
responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the Options to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect
in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to









 Grant Date: February 1, 2010 
 Page 12 
  

 
written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of stock options under the Award Agreement. 







 PECA Stock Option (SVPHR) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$            per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	First Vesting Date: February 1, 2011 – One-Third	 	
		 	Second Vesting Date: February 1, 2012 – One-Third	 	
		 	Third Vesting Date: February 1, 2013 – One-Third	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your
Options will immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Senior Vice President, Human Resources of the Corporation, during the one-year period following the date of my termination of employment (the “Termination Date”) with Lockheed
Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director,
officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the
detriment of the Corporation or (ii) induce or attempt to induce any person who is an









 Grant Date: February 1, 2010 
 Page 8 
  

 
employee of the Corporation to perform work or services for any entity other than the Corporation. 
 (c) Protection of Proprietary Information - Except to the extent required by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure
or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related
companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity
of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the
existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me
in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a
copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or
economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s
interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to









 Grant Date: February 1, 2010 
 Page 9 
  

 
disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever.

 (e) Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably
requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or
requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision
of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits
and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the Options is expressly made contingent upon my agreements with the Corporation set forth in
this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me
under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation's Confidential or Proprietary
Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation's legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 









 Grant Date: February 1, 2010 
 Page 10 
  


	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to own the shares
of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of Common Stock of the
Corporation issued or issuable upon exercise of the Options, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development
and Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not
exercised the Options fully, all of my remaining rights, title or interest in the Options. 

 4. Injunctive
Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and,
therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of
injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular
provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such









 Grant Date: February 1, 2010 
 Page 11 
  

 
deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the Plan, as applicable. For purposes of
this PECA, the following terms have the meanings given below: 
 (a) “Restricted Company” means The Boeing Company,
General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and
(i) any entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization,
consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or
Services” means products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the
Termination Date and at any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or
operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the
subsidiary, business area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area,
division or operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business
area, division or operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the
Corporation at any time during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the Options to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 








 Grant Date: February 1, 2010 
 Page 12 
  

 (d) This PECA provides for certain obligations on my part following the Termination
Date and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of
applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is
effective as of the acceptance by me of the award of stock options under the Award Agreement. 







 PECA Stock Option-California (CEO) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT
CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$            per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	First Vesting Date: February 1, 2011 – One-Third	 	
		 	Second Vesting Date: February 1, 2012 – One-Third	 	
		 	Third Vesting Date: February 1, 2013 – One-Third	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your
Options will immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		  	
			
	  
	 		  	  

	Signature	 		  	Date
			
	  
	 		  	  

	Print Name	 		  	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information,
including Trade Secrets and Confidential Information - Except to the extent required by law, following my Termination Date, and in conformance with the provisions of the California Uniform Trade Secrets Act (Cal. Civil Code § 3426,
et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed
while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships,
customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity, for the purpose or effect of competing
unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become
legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice
President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were
furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary
Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person
or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an unauthorized manner, might be detrimental to
the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 








 Grant Date: February 1, 2010 
 Page 8 
  


	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes, or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision does not prevent the
hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No
disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents,
attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d) Cooperation in
Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or
investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to
have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give
truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and
compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and
that the grant of the Options is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be









 Grant Date: February 1, 2010 
 Page 9 
  

 
effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree
that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation's Confidential or Proprietary Information, employees, suppliers and customers, these
restrictions are reasonably required for the protection of the Corporation's legitimate business interests. 
 3. Remedies
For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the
Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	 For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to
own the shares of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of
Common Stock of the Corporation issued or issuable upon exercise of the Options, cash in an amount equal to the











 Grant Date: February 1, 2010 
 Page 10 
  


	 	 
fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development and Compensation Committee of the Board
of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not exercised the Options fully, all of my
remaining rights, title or interest in the Options. 


 4. Injunctive Relief. I acknowledge that the
Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other
rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific
performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5.
Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid
or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such
adjudication is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the Options to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. Any
enforcement of, or challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland. Both parties consent to the proper jurisdiction and venue of the Circuit Court of
Maryland and the United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect
in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to
time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of stock options
under the Award Agreement. 







 PECA Stock Option-California (SVPHR) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT
CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$            per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	 First Vesting Date: February 1, 2011 – One-Third
 Second Vesting Date: February 1, 2012 – One-Third
 Third Vesting Date: February 1,
2013 – One-Third
	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the
Options in accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting
Date as though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in
which you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31,
2020 at which time any unexercised Options will expire and may no longer be exercised. 
 Death or
Disability - Your Options will immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information,
including Trade Secrets and Confidential Information - Except to the extent required by law, following my Termination Date, and in conformance with the provisions of the California Uniform Trade Secrets Act (Cal. Civil Code § 3426,
et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed
while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships,
customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity, for the purpose or effect of competing
unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the Corporation. In the event I become
legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice
President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have had access, or which were
furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary
Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third parties that can provide the person
or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an unauthorized manner, might be detrimental to
the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 








 Grant Date: February 1, 2010 
 Page 8 
  


	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes, or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision
does not prevent the hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers,
employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d)
Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution
proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could
be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation
or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the
benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the
Corporation and that the grant of the Options is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I









 Grant Date: February 1, 2010 
 Page 9 
  

 
acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation
opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the
Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	 For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to
own the shares of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of
Common Stock of the Corporation issued or











 Grant Date: February 1, 2010 
 Page 10 
  


	 	 
issuable upon exercise of the Options, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined
by the Management Development and Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and
(iii) to the extent I have not exercised the Options fully, all of my remaining rights, title or interest in the Options. 


 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of
Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under
Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security.

 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be
enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such
deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA
constitute the entire agreement governing the terms of the award of the Options to me. 
 (b) This PECA shall be governed by
Maryland law, without regard to its provisions governing conflicts of law. Any enforcement of, or challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland.
Both parties consent to the proper jurisdiction and venue of the Circuit Court of Maryland and the United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of stock options under the Award Agreement. 







 PECA Stock Option-Attorney 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Optionee: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed Martin
Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended
effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the terms
and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$            per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	 First Vesting Date: February 1, 2011 – One-Third
 Second Vesting Date: February 1, 2012 – One-Third
 Third Vesting Date: February 1,
2013 – One-Third
	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your
Options will immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control - In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become
exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

					
	Acknowledged by:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	  

	Print Name	 		 	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Post Termination Activity  
 (a) Post-employment Activity As a
Lawyer - I acknowledge that as counsel to Lockheed Martin Corporation (the “Corporation”), I owe ethical and fiduciary obligations to the Corporation and that at least some of these obligations will continue even after the date of my
termination of employment with the Corporation (“Termination Date”). I agree that after my Termination Date I will comply fully with all applicable ethical and fiduciary obligations that I owe to the Corporation. To the extent permitted by
applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not 
  

	 	(i)	Represent any client adversely to the Corporation; 

  

	 	(ii)	Reveal to any third party any information learned by me during the course of my employment with the Corporation except for information that is or becomes generally
known; 

  

	 	(iii)	Encourage or solicit any present or future agents or employees of the Corporation to terminate their employment for the purpose of competing with the Corporation; or


  

	 	(iv)	Whether as a lawyer or non-lawyer, accept a position (whether as agent, employer, part or sole owner or in any other capacity) with any person or entity whose interests
are adverse to the Corporation’s interests if that adverse position is related in any way to my present or past work with the Corporation. 

 (b) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its
stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Grant Date: February 1, 2010 
 Page 8 
  

 (c) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the Options is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s confidential or proprietary information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies for Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, to the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct, that
upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1 (and in the case of 1(a), the breach occurs prior to the second anniversary of my Termination Date);


  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 









 Grant Date: February 1, 2010 
 Page 9 
  


	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to own the shares
of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of Common Stock of the
Corporation issued or issuable upon exercise of the Options, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development
and Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not
exercised the Options fully, all of my remaining rights, title or interest in the Options. 

 4. Injunctive
Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and,
therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of
injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular
provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in
the particular jurisdiction in which such adjudication is made. 








 Grant Date: February 1, 2010 
 Page 10 
  

 6. Definitions. Capitalized terms not defined in this PECA have the meaning given
to them in the Plan, as applicable. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the Options to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of Options under the Award Agreement. 







 PECA Stock Option (RJS) 
 Grant Date: February 1, 2010 
 THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER 
 THE SECURITIES ACT OF 1933 
 Dear Mr. Stevens: 
 The Management Development and Compensation Committee (the “Committee”) of Lockheed
Martin Corporation’s Board of Directors has awarded to you options to purchase shares of Lockheed Martin Common Stock (“Stock”) under the Lockheed Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as
amended effective January 1, 2009 (the “Plan”). 
 This letter is your Award Agreement and sets forth some of the
terms and conditions of your award. Additional terms and conditions are contained in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at
http://www.benefitaccess.com. 
 The term “Options” as used in this Award Agreement refers only to the
nonqualified stock options awarded to you under this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. 
 Your Award is not effective or enforceable until you properly acknowledge your acceptance of the Award by completing the electronic receipt or returning an executed copy of this Award Agreement to the
Vice President of Compensation and Benefits’ office as instructed below as soon as possible but in no event later than December 31, 2010. Please note that by accepting the award you agree to be bound by the restrictions contained under
the heading below “Post-Employment Covenants” and in Exhibit A attached to this Agreement. 
 If you do not
acknowledge your acceptance of this Award Agreement by December 31, 2010, this Award will be forfeited. 
 EXERCISE PRICE

 The exercise price of the Options granted hereunder is
$             per Option. Under certain circumstances set forth in the Plan and this Award Agreement, this exercise price may be subject to adjustment. 
 The Committee presently allows the exercise price of an Option to be paid in cash, by the tender of Stock or through a combination of Stock
and cash. No fractional shares of Stock may be tendered in payment, nor will fractional shares be issued. The Committee retains the discretion to, at any time, limit the method of payment to cash. If you elect to pay with Stock,









 Grant Date: February 1, 2010 
 Page 2 
  

 
you must have owned the shares tendered for at least six months. If Stock is tendered, it will be valued at its Fair Market Value on the date of tender. 
 VESTING/EXPIRATION/FORFEITURE 
 General Rule - An Option is subject to forfeiture and may not be exercised until it has vested. In addition, an Option may not be exercised after its expiration or forfeiture. Subject to certain special rules discussed below, you
must remain in the employ of the Corporation until the applicable date of vesting. The vesting schedule for your Options is as follows: 
  

					
		 	 First Vesting Date: February 1, 2011 – One-Third
	 	
		 	 Second Vesting Date: February 1, 2012 – One-Third
	 	
		 	 Third Vesting Date: February 1, 2013 – One-Third
	 	

 If the number of Options granted cannot be evenly divided by three into whole shares, the fractional
shares will vest on the Third Vesting Date. If you are not continuously employed by the Corporation from the Grant Date until the date on which an Option vests, that Option is forfeited. 
 Vested Options, except as otherwise provided in this letter, or in the Plan, or as may be restricted by law, may be exercised for a period
ending on January 31, 2020. Options not exercised by that date will be forfeited. 
 You should make every effort to keep
the Vice President of Compensation and Benefits’ office informed of your current address so that we may communicate with you about your Options and their current status. The Corporation cannot exercise the Options for you, and so you must pay
close attention to their terms and any impending expiration. 
 SPECIAL RULES AS TO VESTING, FORFEITURE AND EXPIRATION 
 Retirement - If you retire and your retirement is effective before the First Vesting Date, you will forfeit all of the Options in
accordance with the general rule set forth above requiring continued employment. If your retirement is effective on or after the First Vesting Date, you will vest in the remaining Options on the Second Vesting Date and the Third Vesting Date as
though you are still employed by the Corporation through those dates. For the purposes of this provision, the term “retirement” means retirement from service under the terms of the Corporation’s defined benefit pension plan in which
you are a participant or termination following attainment of age 55 and five years of service if you do not participate in one of the Corporation’s defined benefit pension plans. Your Options will be exercisable until January 31, 2020 at
which time any unexercised Options will expire and may no longer be exercised. 
 Death or Disability - Your Options will
immediately vest and no longer be subject to the continuing employment requirement if: 








 Grant Date: February 1, 2010 
 Page 3 
  


	 	(i)	you die while still employed by the Corporation; or 

  

	 	(ii)	you terminate employment as a result of becoming totally disabled as evidenced by commencement of benefits under the Corporation’s long-term disability plan in
which you are enrolled (or, if you are not a participant of the Corporation’s long-term disability plan, when you would have been eligible for benefits using the standards set forth in that plan). 

 Options will expire at the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may
no longer be exercised. 
 Layoff - If you are laid off, your Options will be unaffected, and will vest and be
exercisable until the end of their remaining term on January 31, 2020, at which time any unexercised Options will expire and may no longer be exercised. 
 Resignation or Termination for Cause - If you resign or your employment otherwise terminates, whether voluntarily or by action of the Corporation, and in the latter case whether with or without
“cause,” unvested Options will be forfeited upon your termination. Vested Options will expire at the end of their remaining term or 30 calendar days following your resignation or termination, whichever is shorter. 
 Divestiture - If the Corporation divests (as defined below) all or substantially all of a business operation of the Corporation and
such divestiture results in the termination of your employment with the Corporation or its subsidiaries and transfer of such employment to the other party to the divestiture, the special rules in this paragraph will apply. Following a divestiture,
you will continue to vest in your unvested Options as though you had remained in the employ of the Corporation. Your Vested Options will be exercisable until a revised expiration date which is the first to occur of (i) the fifth anniversary of
the effective date of the divestiture; or (ii) the original expiration date (“Revised Expiration Date”). If you die following divestiture but prior to the Revised Expiration Date, all unvested Options will immediately vest as of the
date of death and be exercisable by your beneficiary until the Revised Expiration Date. For the purposes of this provision, the term “divestiture” shall mean a transaction which results in the transfer of control of the business operation
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 Corporation, one or more of the Corporation’s subsidiaries or by a combination thereof. 
 Change in Control – In the event of a change in control of the Corporation, as defined in Section 7 of the Plan, the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to
become exercisable. 








 Grant Date: February 1, 2010 
 Page 4 
  

 LIMITATIONS ON EXERCISE 
 Notwithstanding any other provision herein, no Option may be exercised less than six months nor more than ten years after the date of grant.
Further, from time to time, your ability to exercise Options which otherwise would be exercisable may be restricted, if in the opinion of counsel for the Corporation, this is necessary or advisable in order to ensure compliance with applicable
Federal or state law, rules or regulations. 
 ASSIGNMENT/TRANSFERABILITY/BENEFICIARIES 
 Options may not be pledged, assigned or transferred except that Options may be transferred by will or by the laws of descent and distribution
or you may provide that, upon your death, the Options are to be transferred to a beneficiary or beneficiaries that you designate. To designate a beneficiary or beneficiaries, please complete the Beneficiary Designation located at
http://www.benefitaccess.com and return an originally executed copy to the Vice President of Compensation and Benefits’ office (Mail Point 123). 
 During your lifetime, only you may exercise your Options. In the event of your death or disability, your Options may be exercised by a properly designated beneficiary or beneficiaries or your guardian or
authorized representative, as applicable. If at your death, a completed beneficiary designation form is not on file at the Vice President of Compensation and Benefits’ office (or if your beneficiary predeceases you), your Options may be
exercised by your estate. 
 TAX WITHHOLDING 
 When you exercise an Option, the Corporation will withhold applicable taxes as required by law. The Committee presently allows you to pay the withholding tax in cash, by tendering Stock or through a
combination of Stock and cash. No fractional shares of Stock may be tendered in payment. The Committee retains the discretion to, at any time, limit the method of payment to cash. Unlike payment of the exercise price of the Options, if you elect to
pay withholding taxes with Stock, you need not have owned the shares tendered for at least six months. Payment must be made at the time of exercise. To the extent that cash is not tendered, the Corporation will retain from the shares of Stock that
you would otherwise receive upon exercise of the Option that number of shares sufficient to satisfy the withholding obligation. If Stock is tendered or is deemed to have been tendered, it will be valued at its Fair Market Value. 
 Withholding will be at the minimum rate prescribed by law. Therefore, you may owe taxes relating to the exercise in addition to the amount
withheld by the Corporation. If you desire, you may request that tax be withheld at greater than the minimum rate. 
 Special
Note for Section 16 Insiders - The Corporation’s Section 16 Insiders have been informed of their status as Section 16 Insiders by the Board of Directors. If you are a Section 16 Insider, your ability to satisfy tax
withholding obligations through the tender of Stock may be limited by the Federal securities laws and may have adverse consequences if such treatment is









 Grant Date: February 1, 2010 
 Page 5 
  

 
deemed to have occurred. The Corporation recommends that Section 16 Insiders consult with the Office of the General Counsel or the Office of the Corporate Secretary before entering into any
transactions involving your Options or Stock. 
 AMENDMENT AND TERMINATION OF THE PLAN OR AWARDS 
 As provided in Section 9 of the Plan, subject to certain limitations contained within Section 9, the Board of Directors may at any
time amend, suspend or discontinue the Plan and the Committee may at any time alter or amend this Award Agreement. Notwithstanding Section 9 of the Plan, no such amendment, suspension or discontinuance of the Plan or alteration or amendment of
Award Agreements will, except with your express written consent, adversely affect your rights under this Award Agreement. This Award Agreement shall not be amended or interpreted in a manner that is reasonably believed to result in the imposition of
tax under Code section 409A. 
 ACCEPTANCE OF AWARD 
 No award is enforceable until you properly acknowledge your acceptance by completing the electronic receipt or returning an executed copy of this Award Agreement to the Vice President of Compensation and
Benefits’ office as soon as possible but in no event later than December 31, 2010. Acceptance of this Award Agreement must be made by you personally and constitutes your consent to any action taken under the Plan consistent with its terms
with respect to this Award. The Committee has authorized electronic means for the delivery and acceptance of this Award Agreement. If you desire to accept this Award, you must acknowledge your acceptance and receipt of this Award Agreement, either
electronically or by signing and returning a copy of this letter by December 31, 2010 as follows: 
  

	 	•	 	 Electronic Acceptance: Go to http://www.benefitaccess.com 


  

	 	•	 	 By Mail: Mr. David Filomeo, Vice President of Compensation and Benefits, Lockheed Martin Corporation, Mail Point 123, 6801 Rockledge Drive,
Bethesda MD 20817 


 Assuming prompt and proper acknowledgment of this Award Agreement as described, this
award will be effective as of the date of grant. If you do not acknowledge acceptance of your award by executing this Award Agreement by December 31, 2010, it will not be effective, you will not be able to exercise the Options and you will
forfeit the Options granted hereunder. 
 By accepting this Award Agreement electronically, you consent to electronic delivery
of the Prospectus applicable to these Options. 








 Grant Date: February 1, 2010 
 Page 6 
  

 POST-EMPLOYMENT COVENANTS 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in
Exhibit A to this Agreement. 
 MISCELLANEOUS 
 For the purpose of calculating the expiration date of the Options, all Options will be deemed to expire on January 31, 2020 at the close of trading in Lockheed Martin Corporation common stock on the
New York Stock Exchange (or, if the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee). If you are on leave of absence,
for the purposes of the Plan, you will be considered to still be in the employ of the Corporation unless otherwise provided in an agreement between you and the Corporation. 
 Your participation in the Plan, anything contained in this Award Agreement, or the grant of Options does not confer upon you any right of
continued employment or limit in any way the right of the Corporation to terminate your employment at any time. The value of the Options awarded to you will not be taken into account for other benefits offered by the Corporation, including but not
limited to pension benefits. 
 You have no rights as a stockholder to any securities covered by this Award Agreement until the
date on which you become the holder of record of such securities. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Plan. In the event of a conflict between this Award Agreement and the Plan, the Plan
document will control. 
  

	
	Sincerely,
	
	David Filomeo
	(On behalf of the Management
	Development and
	Compensation Committee)


 (For written acceptance,
please complete, sign and return by mail.) 
  

			
	Acknowledged by:	  	
		
	  
	  	  

	Signature	  	Date
		
	  
	  	  

	Print Name	  	U.S. Social Security Number or Employee ID









 Grant Date: February 1, 2010 
 Page 7 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (Stock Option Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with a Grant Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of stock options to me under the Award Agreement (the “Options”) pursuant to the Lockheed Martin Corporation Amended
and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the Options, I agree as follows: 
 1. Restrictions Following Termination of Employment. 
 (a) Covenant Not
To Compete - Without the express written consent of the Management Development and Compensation Committee of the Board of Directors of the Corporation, during the two-year period following the date of my termination of employment (the
“Termination Date”) with Lockheed Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6 below),
whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Management Development and Compensation Committee
of the Board of Directors of the Corporation, during the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer
of or to the Corporation to the detriment of the Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 








 Grant Date: February 1, 2010 
 Page 8 
  

 (c) Protection of Proprietary Information – Except to the extent required
by law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that
disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Grant Date: February 1, 2010 
 Page 9 
  

 (e) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the Options is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	 The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including
the failure to report the acts of another person of which I











 Grant Date: February 1, 2010 
 Page 10 
  


	 	 
had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 


  

	 	(iv)	The remedy provided in Section 3(a) shall not be the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall
not limit the Corporation from seeking damages or injunctive relief. 

  

	 	(v)	For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have exercised any of the Options and continue to own the shares
of Common Stock of the Corporation issued or issuable upon exercise of the Options, the shares of Common Stock so acquired upon exercise; (ii) to the extent I have exercised any of the Options and no longer own the shares of Common Stock of the
Corporation issued or issuable upon exercise of the Options, cash in an amount equal to the fair market value of such shares on the date of the event set forth in Section 3(a) (which, unless otherwise determined by the Management Development
and Compensation Committee of the Board of Directors of the Corporation, shall be equal to the closing price of the shares of Common Stock as finally reported by the New York Stock Exchange on such date), and (iii) to the extent I have not
exercised the Options fully, all of my remaining rights, title or interest in the Options. 

 4. Injunctive
Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and,
therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of
injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular
provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in
the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this
PECA have the meaning given to them in the Plan, as applicable. For purposes of this PECA, the following terms have the meanings given below: 








 Grant Date: February 1, 2010 
 Page 11 
  

 (a) “Restricted Company” means The Boeing Company, General Dynamics
Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any
entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation,
spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means
products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at
any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or
business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business
area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating
unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or
operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time
during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the Options to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies
that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me
of the award of stock options under the Award Agreement. 







 LTIP PECA (CEO) 
 Award Date: February 1, 2010 

 

 

 Lockheed Martin Corporation 
 6801 Rockledge Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933

 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period)  
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target









 Award Date: February 1, 2010 
 Page 2 
  

 
Award” as used in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive
Performance Award set forth in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 

Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 
 3.2. Calculation
of External Performance Factor. 








 Award Date: February 1, 2010 
 Page 4 
  

 (a) Calculation of Total Stockholder Return. After the end of the Performance
Period, the Committee shall compute the Total Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total
Stockholder Return shall be ranked among the Total Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 

(b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External
Performance
Factor	 
			
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c)
External Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External
Performance Factor under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal
Performance Factors. 
 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing
the Corporation’s ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the
difference on the following table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC
Performance
Factor	 
		
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2
Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow
Performance
Factor	 
		
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

 (a) Cash
Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to
be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by the Corporation during the Performance Period; or (ii) any tax payments or benefits
during the Performance Period associated with the divestiture of business units. 
 (b) Cash Flow Determination. Cash Flow
shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 
 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in
ROIC or Cash Flow falls between two numbers listed in the applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if
the ROIC for the Performance Period is less than ROIC forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the
Performance Period is less than what was forecasted for the Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or









 Award Date: February 1, 2010 
 Page 8 
  

 
other business entity of which less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 
 (3) Your employment as an Employee shall be treated as terminating because of Retirement if (a) you participate in a defined benefit
pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early retirement benefit under the plan or (b) you do
not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to









 Award Date: February 1, 2010 
 Page 9 
  

 
the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any
cash dividends paid on the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share
of the Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of









 Award Date: February 1, 2010 
 Page 10 
  

 
Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any shares of the Corporation’s common stock or to any voting or other rights associated with shares
of such stock. 
 (d) Special Rule. If you terminate employment during the Performance Period but are eligible to receive
a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award Agreement; in such circumstances, you will
not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a termination of employment during the
Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days after the Committee certifies in writing
(for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the event of your death and you do not have a
properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this Award Agreement and to further defer any amounts payable under
Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan and the requirements of Code section 409A, and shall be subject
to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course. 
 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment together with payments
attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the extent that the number
of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent that any payment called
for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such crediting would result in
the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would









 Award Date: February 1, 2010 
 Page 11 
  

 
exceed the 1,000,000 limit and therefore must be reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment
would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment
made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law,
FICA tax will be collected from you or withheld from the amount of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for
retirement, then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred
under Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment – General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control. 
 8.1. Change in Control
During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance









 Award Date: February 1, 2010 
 Page 12 
  

 
Period will terminate. Notwithstanding any deferral election or term of this Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of
the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return
for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance
Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period. 
 8.2. Change in Control After Performance Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the
contrary, the Deferred Portion of your Potential Award described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units
representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control
occurs, or if it is not a trading day, on the last trading day before that date. 
 8.3. Special Rule. Notwithstanding
Section 8.1 or Section 8.2, if a payment in accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section









 Award Date: February 1, 2010 
 Page 13 
  

 
16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.

 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the
Corporation or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A
applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B) (i)to the
extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment
Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the
Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point
123) as soon as possible as a condition to the Award becoming effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan









 Award Date: February 1, 2010 
 Page 14 
  

 
consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to this Award from this internet site
(http://www.benefitaccess.com) as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by written notice to the Corporate
Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 
 A pre-addressed envelope has been enclosed
for your convenience to return with a copy of this Award Agreement, as acknowledged by you below. 
  

	
	Sincerely,
	
	David A. Filomeo
	Vice President
	Compensation and Benefits


 Enclosures 
  

			
	ACKNOWLEDGEMENT:	  	
		
	  
	  	  

	Signature	  	Date
		
	  
	  	
	Print or type name	  	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	 Award
	  	2nd ¶
	 Band
	  	§ 3.2(b)
	 Cash Flow
	  	§ 4.2(a)
	 Cash Flow Performance Factor
	  	§ 4.2
	 Cash Flow Performance Amount
	  	§ 2.1(c)
	 Change of Control
	  	IPA
	 Committee
	  	1st ¶
	 Corporation
	  	2nd ¶
	 Deferred Portion
	  	§ 2.2
	 External Performance Amount
	  	§ 2.1(a)
	 External Performance Factor
	  	§ 3.1
	 Immediate Portion
	  	§ 2.1(d)
	 Internal Performance Factors
	  	§ 4
	 Peer Performance Group
	  	§ 3.1
	 Percentile Ranking
	  	§ 3.2(b)
	 Performance Period
	  	§ 1¶
	 Phantom Stock Account
	  	§ 5.2(c)(2)
	 Plan
	  	1st ¶
	 Potential Award
	  	§ 2.1(d)
	 ROIC
	  	§ 4.1(a)
	 ROIC Performance Factor
	  	§ 4.1
	 ROIC Performance Amount
	  	§ 2.1(b)
	 Share Units
	  	IPA
	 Share-Based Awards
	  	IPA
	 Stock
	  	IPA
	 Target Award
	  	2nd ¶, § 1
	 Total Stockholder Return
	  	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Protective Covenants. 
 (a) Covenant Not To Compete - Without the express written consent of the Chief Executive Officer of the Corporation, during the two-year period following the date of my termination of employment
(the “Termination Date”) with Lockheed Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in Section 6
below), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during the two-year period
following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the detriment of the Corporation or
(ii) induce or attempt to induce









 Award Date: February 1, 2010 
 Page 17 
  

 
any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 
 (c) Protection of Proprietary Information – Except to the extent required by law, following my Termination Date, I will have a
continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of
the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose
or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the
Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the
Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have
had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary
Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third
parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an
unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	 existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer
hardware and software, compositions, formulas, products, processes, methods, designs, specifications, mask works,











 Award Date: February 1, 2010 
 Page 18 
  


	 	 
testing or evaluation procedures, manufacturing processes, or production processes. 


 (d) No disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation
or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (e) Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation
(including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment
with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with
any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and
Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be
available to me in connection with my employment by the Corporation and that the grant of the LTIP is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the
restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that
as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these
restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3.
Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the
Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	 The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s
intentional misconduct or gross negligence











 Award Date: February 1, 2010 
 Page 19 
  


	 	 
of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period
with the Securities and Exchange Commission; or 


  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 
 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against
any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity
(including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the
posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties
that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion
adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the Plan, as applicable. For purposes of
this PECA, the following terms have the meanings given below: 
 (a) “Restricted Company” means The Boeing Company,
General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International









 Award Date: February 1, 2010 
 Page 20 
  

 
Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any entity directly or indirectly controlling, controlled by, or under
common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation, spin-off, split-up, acquisition, divestiture, or similar
transaction. 
 (b) “Competitive Products or Services” means products or services that compete with, or are an
alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at any time within the two-year period ending on the
Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time within the
two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business area, division or operating unit of the Corporation
for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or business of the Corporation at any time
within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or operating unit of the Corporation for which I had
access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time during the two-year period ending on the Termination
Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the LTIP to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by
implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements









 Award Date: February 1, 2010 
 Page 21 
  

 
between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of an LTIP under the Award Agreement. 







 LTIP (SVPHR) 
 Award Date: February 1, 2010 

 

 

 Lockheed Martin Corporation 
 6801 Rockledge Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933

 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period)  
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target









 Award Date: February 1, 2010 
 Page 2 
  

 
Award” as used in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive
Performance Award set forth in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 

Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 








 Award Date: February 1, 2010 
 Page 4 
  

 3.2. Calculation of External Performance Factor. 
 (a) Calculation of Total Stockholder Return. After the end of the Performance Period, the Committee shall compute the Total
Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total Stockholder Return shall be ranked among the Total
Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 
 (b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External
Performance
Factor	 
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c)
External Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External
Performance Factor under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal
Performance Factors. 
 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing
the Corporation’s ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the
difference on the following table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC
Performance
Factor	 
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2 Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow
Performance
Factor	 
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

 (a) Cash
Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to
be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by the Corporation during the Performance Period; or (ii) any tax payments or benefits
during the Performance Period associated with the divestiture of business units. 
 (b) Cash Flow Determination. Cash Flow
shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 
 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in
ROIC or Cash Flow falls between two numbers listed in the applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if
the ROIC for the Performance Period is less than ROIC forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the
Performance Period is less than what was forecasted for the Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or









 Award Date: February 1, 2010 
 Page 8 
  

 
other business entity of which less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 
 (3) Your employment as an Employee shall be treated as terminating because of Retirement if (a) you participate in a defined benefit
pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early retirement benefit under the plan or (b) you do
not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to









 Award Date: February 1, 2010 
 Page 9 
  

 
the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any
cash dividends paid on the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share
of the Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of









 Award Date: February 1, 2010 
 Page 10 
  

 
Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any shares of the Corporation’s common stock or to any voting or
other rights associated with shares of such stock. 
 (d) Special Rule. If you terminate employment during the Performance
Period but are eligible to receive a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award
Agreement; in such circumstances, you will not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a
termination of employment during the Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days
after the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the
event of your death and you do not have a properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this
Award Agreement and to further defer any amounts payable under Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan
and the requirements of Code section 409A, and shall be subject to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course.

 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment
together with payments attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the
extent that the number of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent
that any payment called for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such
crediting would result in the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would









 Award Date: February 1, 2010 
 Page 11 
  

 
exceed the 1,000,000 limit and therefore must be reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment
would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment
made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law,
FICA tax will be collected from you or withheld from the amount of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for
retirement, then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred
under Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment – General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control. 
 8.1.
Change in Control During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance









 Award Date: February 1, 2010 
 Page 12 
  

 
Period will terminate. Notwithstanding any deferral election or term of this Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of
the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return
for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance
Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period. 
 8.2. Change in Control After Performance Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the
contrary, the Deferred Portion of your Potential Award described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units
representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control
occurs, or if it is not a trading day, on the last trading day before that date. 
 8.3. Special Rule. Notwithstanding
Section 8.1 or Section 8.2, if a payment in accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section









 Award Date: February 1, 2010 
 Page 13 
  

 
16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.

 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the
Corporation or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A
applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B) (i)to the
extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment
Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the
Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point
123) as soon as possible as a condition to the Award becoming effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan









 Award Date: February 1, 2010 
 Page 14 
  

 
consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to this Award from this internet site
(http://www.benefitaccess.com)as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by written notice to the Corporate
Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 
 A pre-addressed envelope has been enclosed
for your convenience to return with a copy of this Award Agreement, as acknowledged by you below. 
  

	
	 Sincerely,

	
	 David A. Filomeo

	 Vice President

	 Compensation and Benefits



 Enclosures 
  

			
	ACKNOWLEDGEMENT:	  	
		
	  
	  	  

	Signature	  	Date
		
	  
	  	
	Print or type name	  	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	 Award
	  	2nd ¶
	 Band
	  	§ 3.2(b)
	 Cash Flow
	  	§ 4.2(a)
	 Cash Flow Performance Factor
	  	§ 4.2
	 Cash Flow Performance Amount
	  	§ 2.1(c)
	 Change of Control
	  	IPA
	 Committee
	  	1st ¶
	 Corporation
	  	2nd ¶
	 Deferred Portion
	  	§ 2.2
	 External Performance Amount
	  	§ 2.1(a)
	 External Performance Factor
	  	§ 3.1
	 Immediate Portion
	  	§ 2.1(d)
	 Internal Performance Factors
	  	§ 4
	 Peer Performance Group
	  	§ 3.1
	 Percentile Ranking
	  	§ 3.2(b)
	 Performance Period
	  	§ 1¶
	 Phantom Stock Account
	  	§ 5.2(c)(2)
	 Plan
	  	1st ¶
	 Potential Award
	  	§ 2.1(d)
	 ROIC
	  	§ 4.1(a)
	 ROIC Performance Factor
	  	§ 4.1
	 ROIC Performance Amount
	  	§ 2.1(b)
	 Share Units
	  	IPA
	 Share-Based Awards
	  	IPA
	 Stock
	  	IPA
	 Target Award
	  	2nd ¶, § 1
	 Total Stockholder Return
	  	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Protective Covenants. 
 (a) Covenant Not To Compete - Without the express written consent of the Senior Vice President, Human Resources of the Corporation, during the one-year period following the date of my termination
of employment (the “Termination Date”) with Lockheed Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a “Restricted Company” (as defined in
Section 6 below), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or manufacturer of or to the Corporation to the
detriment of the Corporation or (ii)









 Award Date: February 1, 2010 
 Page 17 
  

 
induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. 
 (c) Protection of Proprietary Information – Except to the extent required by law, following my Termination Date, I will have a
continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of
the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose
or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for creating or overseeing during my employment with the
Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or confidential information, I will immediately notify the
Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to protect the information. All materials to which I have
had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of this PECA, “Confidential or Proprietary
Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to protect from unauthorized disclosure to third
parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or entity’s employees or agents in an
unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	 existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer
hardware and software, compositions, formulas, products, processes, methods, designs, specifications, mask works,











 Award Date: February 1, 2010 
 Page 18 
  


	 	 
testing or evaluation procedures, manufacturing processes, or production processes. 


 (d) No disparagement – Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation
or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (e) Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation
(including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment
with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with
any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and
Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be
available to me in connection with my employment by the Corporation and that the grant of the LTIP is expressly made contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the
restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that
as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these
restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3.
Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the
Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	 The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s
intentional misconduct or gross negligence











 Award Date: February 1, 2010 
 Page 19 
  


	 	 
of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period
with the Securities and Exchange Commission; or 


  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 
 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against
any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity
(including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the
posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties
that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion
adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the Plan, as applicable. For purposes of
this PECA, the following terms have the meanings given below: 








 Award Date: February 1, 2010 
 Page 20 
  

 (a) “Restricted Company” means The Boeing Company, General Dynamics
Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and (i) any
entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization, consolidation,
spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or Services” means
products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the Termination Date and at
any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating unit or
business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the subsidiary, business
area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or operating
unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business area, division or
operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the Corporation at any time
during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the LTIP to me.

 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my
consent. 








 Award Date: February 1, 2010 
 Page 21 
  

 (d) This PECA provides for certain obligations on my part following the Termination Date
and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable
Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the
acceptance by me of the award of an LTIP under the Award Agreement. 







 LTIP – California (CEO) 
 Award Date: February 1, 2010 

 

 

 Lockheed Martin Corporation 
 6801 Rockledge Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933

 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period)  
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target









 Award Date: February 1, 2010 
 Page 2 
  

 
Award” as used in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive
Performance Award set forth in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 

Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 








 Award Date: February 1, 2010 
 Page 4 
  

 3.2. Calculation of External Performance Factor. 
 (a) Calculation of Total Stockholder Return. After the end of the Performance Period, the Committee shall compute the Total
Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total Stockholder Return shall be ranked among the Total
Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 
 (b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External
Performance
Factor	 
			
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c)
External Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External
Performance Factor under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal
Performance Factors. 
 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing
the Corporation’s ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the
difference on the following table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC
Performance
Factor	 
		
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2 Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow
Performance
Factor	 
		
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

 (a) Cash
Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to
be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by the Corporation during the Performance Period; or (ii) any tax payments or benefits
during the Performance Period associated with the divestiture of business units. 
 (b) Cash Flow Determination. Cash Flow
shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 
 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in
ROIC or Cash Flow falls between two numbers listed in the applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if
the ROIC for the Performance Period is less than ROIC forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the
Performance Period is less than what was forecasted for the Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or









 Award Date: February 1, 2010 
 Page 8 
  

 
other business entity of which less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 
 (3) Your employment as an Employee shall be treated as terminating because of Retirement if (a) you participate in a defined benefit
pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early retirement benefit under the plan or (b) you do
not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to









 Award Date: February 1, 2010 
 Page 9 
  

 
the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any
cash dividends paid on the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share
of the Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of









 Award Date: February 1, 2010 
 Page 10 
  

 
Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any shares of the Corporation’s common stock or to any voting or other rights associated with shares
of such stock. 
 (d) Special Rule. If you terminate employment during the Performance Period but are eligible to receive
a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award Agreement; in such circumstances, you will
not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a termination of employment during the
Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days after the Committee certifies in writing
(for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the event of your death and you do not have a
properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this Award Agreement and to further defer any amounts payable under
Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan and the requirements of Code section 409A, and shall be subject
to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course. 
 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment together with payments
attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the extent that the number
of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent that any payment called
for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such crediting would result in
the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would









 Award Date: February 1, 2010 
 Page 11 
  

 
exceed the 1,000,000 limit and therefore must be reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment
would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment
made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law,
FICA tax will be collected from you or withheld from the amount of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for
retirement, then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred
under Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment - General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control. 
 8.1.
Change in Control During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance









 Award Date: February 1, 2010 
 Page 12 
  

 
Period will terminate. Notwithstanding any deferral election or term of this Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of
the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return
for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance
Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period. 
 8.2. Change in Control After Performance Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the
contrary, the Deferred Portion of your Potential Award described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units
representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control
occurs, or if it is not a trading day, on the last trading day before that date. 
 8.3. Special Rule. Notwithstanding
Section 8.1 or Section 8.2, if a payment in accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section









 Award Date: February 1, 2010 
 Page 13 
  

 
16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.

 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the
Corporation or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A
applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B) (i)to the
extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment
Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the
Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point
123) as soon as possible as a condition to the Award becoming effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan









 Award Date: February 1, 2010 
 Page 14 
  

 
consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to this Award from this internet site
(http://www.benefitaccess.com) as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by written notice to the Corporate
Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 
 A pre-addressed envelope has been enclosed
for your convenience to return with a copy of this Award Agreement, as acknowledged by you below. 
  

	
	Sincerely,
	
	David A. Filomeo
	Vice President
	Compensation and Benefits


 Enclosures 
 ACKNOWLEDGEMENT: 
  

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	
	Print or type name	 		 	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	Award	  	2nd ¶
	Band	  	§ 3.2(b)
	Cash Flow	  	§ 4.2(a)
	Cash Flow Performance Factor	  	§ 4.2
	Cash Flow Performance Amount	  	§ 2.1(c)
	Change of Control	  	IPA
	Committee	  	1st ¶
	Corporation	  	2nd ¶
	Deferred Portion	  	§ 2.2
	External Performance Amount	  	§ 2.1(a)
	External Performance Factor	  	§ 3.1
	Immediate Portion	  	§ 2.1(d)
	Internal Performance Factors	  	§ 4
	Peer Performance Group	  	§ 3.1
	Percentile Ranking	  	§ 3.2(b)
	Performance Period	  	§ 1¶
	Phantom Stock Account	  	§ 5.2(c)(2)
	Plan	  	1st ¶
	Potential Award	  	§ 2.1(d)
	ROIC	  	§ 4.1(a)
	ROIC Performance Factor	  	§ 4.1
	ROIC Performance Amount	  	§ 2.1(b)
	Share Units	  	IPA
	Share-Based Awards	  	IPA
	Stock	  	IPA
	Target Award	  	2nd ¶, § 1
	Total Stockholder Return	  	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information, including Trade Secrets and Confidential Information - Except to the extent required by law, following my Termination Date, and in conformance with the
provisions of the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have a
continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below) of
the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or disclose
or allow the use or disclosure by others to any person or entity, for the purpose or effect of competing unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was
responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any
proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for
assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the
Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a
person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if
used by the person’s or entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 








 Award Date: February 1, 2010 
 Page 17 
  


	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes; or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Chief Executive Officer of the Corporation, during
the two-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision does not prevent the
hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No
disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents,
attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d) Cooperation in
Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or
investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to
have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give
truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and
compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and
that the grant of the LTIP is expressly made contingent upon my agreements with the









 Award Date: February 1, 2010 
 Page 18 
  

 
Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value
of the benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to
and extensive knowledge of the Corporation’s Confidential or Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 
 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against
any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore,









 Award Date: February 1, 2010 
 Page 19 
  

 
without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation
shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the
fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to
apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing
the terms of the award of the LTIP to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions
governing conflicts of law. Any enforcement of, or challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland. Both parties consent to the proper jurisdiction
and venue of the Circuit Court of Maryland and the United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect
in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to
time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of an LTIP under the
Award Agreement. 







 LTIP – California (SVPHR) 
 Award Date: February 1, 2010 
 [GRAPHIC APPEARS HERE] 

Lockheed Martin Corporation 
 6801 Rockledge
Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933 
 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period)  
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target









 Award Date: February 1, 2010 
 Page 2 
  

 
Award” as used in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive
Performance Award set forth in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 

Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 








 Award Date: February 1, 2010 
 Page 4 
  

 3.2. Calculation of External Performance Factor. 
 (a) Calculation of Total Stockholder Return. After the end of the Performance Period, the Committee shall compute the Total
Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total Stockholder Return shall be ranked among the Total
Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 
 (b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External Performance
Factor	 
			
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c) External
Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External Performance Factor
under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal Performance Factors.

 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing the Corporation’s
ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the difference on the following
table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC Performance
Factor	 
		
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2 Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow Performance
Factor	 
		
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

  

	 	(a)	Cash Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate
difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by
the Corporation during the Performance Period; or (ii) any tax payments or benefits during the Performance Period associated with the divestiture of business units. 

  

	 	(b)	Cash Flow Determination. Cash Flow shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 

 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in ROIC or Cash Flow falls between two numbers listed in the
applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if the ROIC for the Performance Period is less than ROIC
forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the Performance Period is less than what was forecasted for the
Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or









 Award Date: February 1, 2010 
 Page 8 
  

 
other business entity of which less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 
 (3) Your employment as an Employee shall be treated as terminating because of Retirement if (a) you participate in a defined benefit
pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early retirement benefit under the plan or (b) you do
not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to









 Award Date: February 1, 2010 
 Page 9 
  

 
the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any
cash dividends paid on the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share
of the Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of









 Award Date: February 1, 2010 
 Page 10 
  

 
Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any shares of the Corporation’s common stock or to any voting or other rights associated with shares
of such stock. 
 (d) Special Rule. If you terminate employment during the Performance Period but are eligible to receive
a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award Agreement; in such circumstances, you will
not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a termination of employment during the
Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days after the Committee certifies in writing
(for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the event of your death and you do not have a
properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this Award Agreement and to further defer any amounts payable under
Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan and the requirements of Code section 409A, and shall be subject
to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course. 
 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment together with payments
attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the extent that the number
of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent that any payment called
for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such crediting would result in
the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would









 Award Date: February 1, 2010 
 Page 11 
  

 
exceed the 1,000,000 limit and therefore must be reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment
would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment
made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law,
FICA tax will be collected from you or withheld from the amount of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for
retirement, then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred
under Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment – General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control.  
 8.1. Change in
Control During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance









 Award Date: February 1, 2010 
 Page 12 
  

 
Period will terminate. Notwithstanding any deferral election or term of this Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of
the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return
for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance
Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period. 
 8.2. Change in Control After Performance Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the
contrary, the Deferred Portion of your Potential Award described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units
representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control
occurs, or if it is not a trading day, on the last trading day before that date. 
 8.3. Special Rule. Notwithstanding
Section 8.1 or Section 8.2, if a payment in accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section









 Award Date: February 1, 2010 
 Page 13 
  

 
16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.

 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the
Corporation or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A
applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B)(i) to the
extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment
Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the
Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point
123) as soon as possible as a condition to the Award becoming effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan









 Award Date: February 1, 2010 
 Page 14 
  

 
consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to this Award from this internet site
(http://www.benefitaccess.com) as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by written notice to the Corporate
Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 
 A pre-addressed envelope has been enclosed
for your convenience to return with a copy of this Award Agreement, as acknowledged by you below. 
  

	
	Sincerely,
	
	David A. Filomeo
	Vice President
	Compensation and Benefits


 Enclosures 
 ACKNOWLEDGEMENT: 
  

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	
	Print or type name	 		 	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	Award	  	2nd ¶
	Band	  	§ 3.2(b)
	Cash Flow	  	§ 4.2(a)
	Cash Flow Performance Factor	  	§ 4.2
	Cash Flow Performance Amount	  	§ 2.1(c)
	Change of Control	  	IPA
	Committee	  	1st ¶
	Corporation	  	2nd ¶
	Deferred Portion	  	§ 2.2
	External Performance Amount	  	§ 2.1(a)
	External Performance Factor	  	§ 3.1
	Immediate Portion	  	§ 2.1(d)
	Internal Performance Factors	  	§ 4
	Peer Performance Group	  	§ 3.1
	Percentile Ranking	  	§ 3.2(b)
	Performance Period	  	§ 1¶
	Phantom Stock Account	  	§ 5.2(c)(2)
	Plan	  	1st ¶
	Potential Award	  	§ 2.1(d)
	ROIC	  	§ 4.1(a)
	ROIC Performance Factor	  	§ 4.1
	ROIC Performance Amount	  	§ 2.1(b)
	Share Units	  	IPA
	Share-Based Awards	  	IPA
	Stock	  	IPA
	Target Award	  	2nd ¶, § 1
	Total Stockholder Return	  	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Protective Covenants 
 (a) Protection of Proprietary Information, including Trade Secrets and Confidential Information – Except to the extent required by law, following my Termination Date, and in conformance with
the provisions of the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.) and the California Unfair Competition Law (Cal. Business and Professional Code § 17220 et seq.), I will have
a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or Proprietary Information” (as defined below)
of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the terms of such agreements. I will not use or
disclose or allow the use or disclosure by others to any person or entity, for the purpose or effect of competing unfairly with the Corporation, of Confidential or Proprietary Information of the Corporation or others to which I had access or that I
was responsible for creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any
proprietary or confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for
assistance in seeking to protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the
Corporation. For purposes of this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a
person or entity desires to protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if
used by the person’s or entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 








 Award Date: February 1, 2010 
 Page 17 
  


	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 

  

	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes; or 

  

	 	(iii)	any information protected by the California Uniform Trade Secrets Act (Cal. Civil Code § 3426, et seq.). 

 (b) Non-Solicit - Without the express written consent of the Senior Vice President, Human Resources of the
Corporation, during the one-year period following the Termination Date, I will not induce or attempt to induce any person who is an employee of the Corporation to perform work or services for any entity other than the Corporation. This provision
does not prevent the hiring of such persons so long as they are not induced to be one employed in violation of this provision. 
 (c) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers,
employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (d)
Cooperation in Litigation and Investigations - Following the Termination Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution
proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could
be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation
or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the
benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise









 Award Date: February 1, 2010 
 Page 18 
  

 
are or would be available to me in connection with my employment by the Corporation and that the grant of the LTIP is expressly made contingent upon my agreements with the Corporation set forth
in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me
under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation’s Confidential or
Proprietary Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as
defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 








 Award Date: February 1, 2010 
 Page 19 
  

 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law
may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise
available to the Corporation at law or in equity (including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of
actual damages and without the requirement of the posting of any bond or similar security. 
 5. Invalidity;
Unenforceability. It is the desire and intent of the parties that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or
unenforceable, this PECA shall be deemed amended to delete the portion adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication
is made. 
 6. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the LTIP to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. Any enforcement of, or
challenge to, this Agreement may only be brought in the Circuit Court of Maryland or the United States District Court for the District of Maryland. Both parties consent to the proper jurisdiction and venue of the Circuit Court of Maryland and the
United States District Court for the District of Maryland for the purpose of enforcing or challenging this Agreement. 
 (c)
This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the Termination Date and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of
my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of the acceptance by me of the award of an LTIP under the Award Agreement. 







 LTIP-Attorney 
 Award Date: February 1, 2010 
 [GRAPHIC APPEARS HERE] 

Lockheed Martin Corporation 
 6801 Rockledge
Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933 
 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period) 
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target Award” as used









 Award Date: February 1, 2010 
 Page 2 
  

 
in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive Performance Award set forth
in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 
 Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 








 Award Date: February 1, 2010 
 Page 4 
  

 3.2. Calculation of External Performance Factor. 
 (a) Calculation of Total Stockholder Return. After the end of the Performance Period, the Committee shall compute the Total
Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total Stockholder Return shall be ranked among the Total
Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 
 (b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External Performance
Factor	 
			
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c)
External Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External
Performance Factor under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal
Performance Factors. 
 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing
the Corporation’s ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the
difference on the following table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC Performance
Factor	 
		
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2 Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow Performance
Factor	 
		
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

 (a) Cash
Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to
be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by the Corporation during the Performance Period; or (ii) any tax payments or benefits
during the Performance Period associated with the divestiture of business units. 
 (b) Cash Flow Determination. Cash Flow
shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 
 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in
ROIC or Cash Flow falls between two numbers listed in the applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if
the ROIC for the Performance Period is less than ROIC forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the
Performance Period is less than what was forecasted for the Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or other business entity of which
less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 








 Award Date: February 1, 2010 
 Page 8 
  

 (3) Your employment as an Employee shall be treated as terminating because of Retirement
if (a) you participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early
retirement benefit under the plan or (b) you do not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited









 Award Date: February 1, 2010 
 Page 9 
  

 
to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any cash dividends paid on
the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share of the
Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any
shares of the Corporation’s common stock or to any voting or other rights associated with shares of such stock. 








 Award Date: February 1, 2010 
 Page 10 
  

 (d) Special Rule. If you terminate employment during the Performance Period but
are eligible to receive a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award Agreement; in such
circumstances, you will not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a termination of
employment during the Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days after the Committee
certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the event of your death and
you do not have a properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this
Award Agreement and to further defer any amounts payable under Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan
and the requirements of Code section 409A, and shall be subject to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course.

 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment
together with payments attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the
extent that the number of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent
that any payment called for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such
crediting would result in the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would exceed the 1,000,000 limit and therefore must be
reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed
by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law, FICA tax will be collected from you or withheld from the amount









 Award Date: February 1, 2010 
 Page 11 
  

 
of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for retirement,
then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred under
Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment - General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control. 
 8.1.
Change in Control During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance Period will terminate. Notwithstanding any deferral election or term of this
Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award
by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and
then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance Period prior to the Change in Control and the denominator of which is the total number of days in









 Award Date: February 1, 2010 
 Page 12 
  

 
the Performance Period. 
 8.2. Change in Control After Performance
Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the contrary, the Deferred Portion of your Potential Award
described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units representing shares of phantom stock credited to your account
under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control occurs, or if it is not a trading day, on the last trading
day before that date. 
 8.3. Special Rule. Notwithstanding Section 8.1 or Section 8.2, if a payment in
accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section 16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form
of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the









 Award Date: February 1, 2010 
 Page 13 
  

 
Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits. 
 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the Corporation or constitute any contract (of employment or
otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this
Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of
the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent
that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and
guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B) (i)to the extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point 123) as soon as possible as a condition to the Award becoming
effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in
Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to
this Award from this internet site (http://www.benefitaccess.com) as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by
written notice to the Corporate Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 








 Award Date: February 1, 2010 
 Page 14 
  

 A pre-addressed envelope has been enclosed for your convenience to return with a copy of
this Award Agreement, as acknowledged by you below. 
  

	
	Sincerely,
	
	David A. Filomeo
	Vice President
	Compensation and Benefits


 Enclosures 
 ACKNOWLEDGEMENT: 
  

					
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	
	Print or type name	 		 	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	Award	  	2nd ¶
	Band	  	§ 3.2(b)
	Cash Flow	  	§ 4.2(a)
	Cash Flow Performance Factor	  	§ 4.2
	Cash Flow Performance Amount	  	§ 2.1(c)
	Change of Control	  	IPA
	Committee	  	1st ¶
	Corporation	  	2nd ¶
	Deferred Portion	  	§ 2.2
	External Performance Amount	  	§ 2.1(a)
	External Performance Factor	  	§ 3.1
	Immediate Portion	  	§ 2.1(d)
	Internal Performance Factors	  	§ 4
	Peer Performance Group	  	§ 3.1
	Percentile Ranking	  	§ 3.2(b)
	Performance Period	  	§ 1¶
	Phantom Stock Account	  	§ 5.2(c)(2)
	Plan	  	1st ¶
	Potential Award	  	§ 2.1(d)
	ROIC	  	§ 4.1(a)
	ROIC Performance Factor	  	§ 4.1
	ROIC Performance Amount	  	§ 2.1(b)
	Share Units	  	IPA
	Share-Based Awards	  	IPA
	Stock	  	IPA
	Target Award	  	2nd ¶, § 1
	Total Stockholder Return	  	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Post Termination Activity. 
 (a) Post-employment Activity As a Lawyer - I acknowledge that as counsel to Lockheed Martin Corporation (the “Corporation”), I owe ethical and fiduciary obligations to the Corporation and
that at least some of these obligations will continue even after the date of my termination of employment with the Corporation (“Termination Date”). I agree that after my Termination Date I will comply fully with all applicable ethical and
fiduciary obligations that I owe to the Corporation. To the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct, I agree that I will not 
  

	 	(i)	Represent any client adversely to the Corporation; 

  

	 	(ii)	Reveal to any third party any information learned by me during the course of my employment with the Corporation except for information that is or becomes generally
known; 

  

	 	(iii)	Encourage or solicit any present or future agents or employees of the Corporation to terminate their employment for the purpose of competing with the Corporation; or


  

	 	(iv)	Whether as a lawyer or non-lawyer, accept a position (whether as agent, employer, part or sole owner or in any other capacity) with any person or entity whose interests
are adverse to the Corporation’s interests if that adverse position is related in any way to my present or past work with the Corporation. 

 (b) No disparagement - Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or reasonably may be interpreted to disparage the Corporation or its
stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 








 Award Date: February 1, 2010 
 Page 17 
  

 (c) Cooperation in Litigation and Investigations - Following the Termination
Date, I will, to the extent reasonably requested, cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party or is required or requested to provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or
investigation. Notwithstanding any other provision of this PECA, nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available
to me under the Award Agreement are in addition to the benefits and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the LTIP is expressly made
contingent upon my agreements with the Corporation set forth in this PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the
benefits and compensation opportunities being made available to me under the Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and
extensive knowledge of the Corporation’s confidential or proprietary information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests.

 3. Remedies for Breach of Section 1; Additional Remedies of Clawback and Recoupment. 
 (a) I agree, to the extent permitted by applicable law, including but not limited to any applicable rules governing attorney conduct, that
upon demand by the Corporation, to forfeit, return or repay to the Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1 (and in the case of 1(a), the breach occurs prior to the second anniversary of my Termination Date);


  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 









 Award Date: February 1, 2010 
 Page 18 
  


	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 
 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against
any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity
(including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the
posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties
that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion
adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the Plan, as applicable. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the LTIP to me. 
 (b) This PECA shall be governed by Maryland law, without regard to its provisions governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may be assigned by the Corporation without my consent. 








 Award Date: February 1, 2010 
 Page 19 
  

 (d) This PECA provides for certain obligations on my part following the Termination Date
and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the provisions of applicable
Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This PECA is effective as of
the acceptance by me of the award of an LTIP under the Award Agreement. 







 LTIP (RJS) 
 Award Date: February 1, 2010 
 [GRAPHIC APPEARS HERE] 

Lockheed Martin Corporation 
 6801 Rockledge
Drive, Bethesda, MD 20817 
 Telephone 301-897-6000 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING 
 SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE 
 SECURITIES ACT OF 1933 
 «Name» 
 «Street» 
 «City», «State» «Zip» 
  

	 	Re:	Lockheed Martin Corporation Amended and Restated 2003 

 Incentive Performance Award Plan: Long-Term Incentive 
 Performance Award (2010-2012 Performance Period) 
 Dear «Call_By_Name»: 
 On behalf of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of Lockheed Martin
Corporation, I am pleased to tell you that you have been granted a Long-Term Incentive Performance Award under the Corporation’s Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the
“Plan”). The purpose of this letter is to serve as the Award Agreement under such Plan and to set forth your Target Award as well as the terms and conditions to the payment of your Target Award. Additional terms and conditions are set
forth in the Plan and in the Prospectus relating to the Plan of which the Plan document and this Award Agreement are a part. The Prospectus is available at http://www.benefitaccess.com. You should retain the Prospectus and the attached copy
of the Plan in your records. 
 IN ORDER FOR THIS AWARD TO BE EFFECTIVE, YOU MUST SIGN AND RETURN A COPY OF THIS AWARD AGREEMENT BY MARCH 31,
2010. PLEASE NOTE THAT BY ACCEPTING THE AWARD YOU AGREE TO BE BOUND BY THE RESTRICTIONS CONTAINED IN SECTION 14, “POST-EMPLOYMENT COVENANTS” AND IN EXHIBIT A ATTACHED TO THIS AGREEMENT. 
 Capitalized terms used in this Award Agreement which have a special meaning either shall be defined in this Award Agreement or if not
defined in this Award Agreement shall have the meaning ascribed to the term in the Plan. The term “Target









 Award Date: February 1, 2010 
 Page 2 
  

 
Award” as used in this Award Agreement refers only to the Target Award awarded to you under this Award Agreement and the term “Award” refers only to the Long Term Incentive
Performance Award set forth in this Award Agreement. References to the “Corporation” include Lockheed Martin Corporation and its subsidiaries. Appendix A contains an index of all capitalized terms used in this Award Agreement. 

Section 1. Target Award; Performance Period. 
 1.1 Target Award. Your Target Award for the Performance Period under this Award Agreement shall be [Target]. 
 1.2 Performance Period. The Performance Period under this Award Agreement is a three-year performance period that runs from
January 1, 2010, until December 31, 2012. 
 1.3 Payment of Award. The amount payable to you under your Award
is dependent upon the Corporation’s performance as compared to the internal and external metrics described in this Award Agreement and your continued employment with the Corporation in accordance with Section 5 of this Agreement. As a
result of these requirements, any payments you receive may be larger or smaller than your Target Award (e.g., the performance factors could result in no payment in respect of your Award). 
 Section 2. Calculation of Award Payments. 
 2.1 End of Performance Period Calculation. Following the end of the Performance Period and prior to any payments being made, 
 (a) The Committee will calculate the External Performance Factor based on the Corporation’s performance during the Performance Period
relative to the performance of other corporations which compose the Standard & Poor’s Industrials Index reported under symbol S5INDU by Bloomberg, L.P. One-half of your Target Award will be multiplied by the External Performance
Factor, with the resulting dollar amount to be known as the External Performance Amount. 
 (b) The Committee will also calculate
the ROIC Performance Factor based on the Corporation’s ROIC during the Performance Period as compared to the projected ROIC for the Performance Period in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of
your Target Award will be multiplied by the ROIC Performance Factor, with the resulting dollar amount to be known as the ROIC Performance Amount. 
 (c) The Committee will also calculate the Cash Flow Performance Factor based on the Corporation’s cumulative Cash Flow during the Performance Period as compared to the projected cumulative Cash Flow
in the 2010 Long Range Plan as presented at the February 2010 Board meeting. One-quarter of your Target









 Award Date: February 1, 2010 
 Page 3 
  

 
Award will be multiplied by the Cash Flow Performance Factor, with the resulting dollar amount to be known as the Cash Flow Performance Amount. 
 (d) Your External Performance Amount, your ROIC Performance Amount, and your Cash Flow Performance Amount will then be added together, with
the sum of those three amounts known as your “Potential Award”. Assuming you satisfy the continued employment requirements set forth in Section 5 of this Award Agreement, one-half of your Potential Award (the “Immediate
Portion”) will be paid to you (or deferred to a later payment date specified at your election subject to the rules on deferrals set forth below) within ninety (90) days after the Committee completes its calculations in 2013, but no later
than March 15, 2013. 
 2.2 Two Year Deferral Period. The remaining one-half of your Potential Award (the
“Deferred Portion”) will be deferred and paid no later than March 15, 2015. 
 (a) Between December 31, 2012,
and December 31, 2014, the Deferred Portion will be treated as though it was invested by the Corporation on December 31, 2012, in the Corporation’s common stock and will be adjusted to reflect dividends, gains, and losses to reflect
the performance of the Corporation’s common stock, as further specified in Section 5.2(c)(2). 
 (b) Assuming you
satisfy the continued employment requirements set forth in Section 5.2(c) of this Award Agreement, the Deferred Portion (as adjusted) will be paid to you no later than March 15, 2015 or deferred to a later payment date specified at your
election subject to the rules on deferrals set forth below. 
 You must (except as specified in Section 5) remain employed by the
Corporation through December 31, 2012, to receive a payment of any portion of your Award and through December 31, 2014, to receive payment of the Deferred Portion. 
 Section 3. External Performance Factor. 
 3.1. External Performance Factor – Peer Performance Group. The External Performance Factor will be based upon the relative ranking of the Corporation’s Total Stockholder Return (as
defined in the Plan and assuming the reinvestment of any cash dividends) for the Performance Period to the Total Stockholder Return for such Period for the corporations which compose the Standard & Poor’s Industrials Index as reported
under symbol S5INDU by Bloomberg, L.P. (“Peer Performance Group”) at the beginning of the Performance Period. The Corporation shall be included as a member of the Peer Performance Group. The Corporation’s Total Stockholder Return will
be based on the performance of its common stock, par value $1.00. The Total Stockholder Return of each corporation that is taken into account in computing the Peer Performance Group Total Stockholder Return will be based on the equity security of
the relevant corporation that is used in computing the Standard & Poor’s Industrials Index. 
 3.2. Calculation
of External Performance Factor. 








 Award Date: February 1, 2010 
 Page 4 
  

 (a) Calculation of Total Stockholder Return. After the end of the Performance
Period, the Committee shall compute the Total Stockholder Return for the Corporation for such Period and shall compute and rank the Total Stockholder Return for each corporation in the Peer Performance Group. Each corporation’s Total
Stockholder Return shall be ranked among the Total Stockholder Return for each other corporation in the Peer Performance Group on a percentile basis. Each such Total Shareholder Return shall be computed from data available to the public. 

(b) Percentage Level of Target Award. Your External Performance Factor, expressed as a percentage, will be determined under this
Section 3.2(b) (and Section 3.2(c) to the extent interpolation is necessary) based on the Percentile Ranking of the Corporation’s Total Stockholder Return for the Performance Period under the following chart: 
  

						
	 Band
	  	 Percentile Ranking
	  	External Performance
Factor	 
			
	 One
	  	75th or higher	  	200	% 
	 Two
	  	60th	  	150	% 
	 Three
	  	50th	  	100	% 
	 Four
	  	40th	  	50	% 
	 Five
	  	35th	  	25	% 
	 Six
	  	Below 35th	  	0	% 

 (c)
External Performance Factor Interpolation. If the Corporation’s Total Stockholder Return puts the Corporation over the listed Percentile Ranking for the applicable Band (other than Band One) in Section 3.2(b), your External
Performance Factor under Section 3.2(b) shall be interpolated on a linear basis. 
 Section 4. Internal
Performance Factors. 
 4.1 ROIC Performance Factor. The ROIC Performance Factor will be determined by comparing
the Corporation’s ROIC for the Performance Period to ROIC as forecasted for the Performance Period in the Corporation’s 2010 Long Range Plan and then identifying the ROIC Performance Factor based upon the factor associated with the
difference on the following table: 








 Award Date: February 1, 2010 
 Page 5 
  


				
	 Change from 2010 LRP ROIC
	  	ROIC Performance
Factor	 
		
	 Plan + 40 or more basis points
	  	200	% 
	 Plan + 30 basis points
	  	175	% 
	 Plan + 20 basis points
	  	150	% 
	 Plan + 10 basis points
	  	125	% 
	 Plan
	  	100	% 
	 Plan – 10 basis points
	  	75	% 
	 Plan – 20 basis points
	  	50	% 
	 Plan – 30 basis points
	  	25	% 
	 Plan – 40 or more basis points
	  	0	% 

 (a) ROIC
Definition. For purposes of this Award Agreement, “ROIC” means return on invested capital for the Performance Period calculated as (A) average annual (i) net income plus (ii) interest expense times one minus the highest
marginal federal corporate tax rate over the three year Performance Period (“Return”), divided by (B) the average of the four year-end investment balances (beginning with December 31, 2009 year-end balance) consisting of
(i) debt (including current maturities of long-term debt) plus (ii) stockholders’ equity plus the postretirement plans amounts determined at year-end as included in the Corporation’s Statement of Stockholder Equity. 

(b) ROIC Determination. Each component of ROIC and the calculation of any postretirement plans amounts recorded in the
Corporation’s Statement of Stockholder Equity shall be determined by the Committee in accordance with generally accepted accounting principles in the United States and be based upon the comparable numbers reported on the Corporation’s
audited consolidated financial statements or, if audited financial statements are not available for the date or period on which ROIC is being determined, the Committee shall make its determination in a manner consistent with the historical practices
used by the Corporation in determining the components of ROIC and postretirement plans amounts recorded in the Corporation’s Statement of Stockholder Equity for purposes of reporting those items on its audited financial statements, as modified
by this paragraph. Notwithstanding the foregoing, ROIC will be adjusted to exclude the impact of any change in accounting standards or adoption of any new accounting standards that is required under generally accepted accounting principles in the
United States and that is reported in the Corporation’s filings with the Securities and Exchange Commission as having a material effect on the Corporation’s consolidated financial statements. ROIC as included in the 2010 Long Range Plan
and the change in ROIC for purposes of the ROIC Performance Factor will be determined in accordance with this Section 4.1(b). 
 4.2 Cash Flow Performance Factor. The Cash Flow Performance Factor will be determined by comparing the Corporation’s cumulative Cash Flow during the Performance Period to the projected cumulative Cash Flow of the Corporation as









 Award Date: February 1, 2010 
 Page 6 
  

 
forecasted in the Corporation’s 2010 Long Range Plan, and then identifying the Cash Flow Performance Factor based upon the factor associated with the change from the 2010 Long Range Plan on
the following table: 
  

				
	 Change From 2010 LRP Cash Flow
	  	Cash Flow Performance
Factor	 
		
	 Plan + $1B or more
	  	200	% 
	 Plan + $ .75B
	  	175	% 
	 Plan + $ .5B
	  	150	% 
	 Plan + $ .25B
	  	125	% 
	 Plan
	  	100	% 
	 Plan – $ .25B
	  	75	% 
	 Plan – $ .5B
	  	50	% 
	 Plan – $1B
	  	25	% 
	 Plan – more than $1B
	  	0	% 

 (a) Cash
Flow Definition. For purposes of this Award Agreement, Cash Flow means net cash flow from operations but not taking into account: (i) the aggregate difference between the amount forecasted in the Corporation’s 2010 Long Range Plan to
be contributed by the Corporation to the Corporation’s defined benefit pension plans during the Performance Period and the actual amounts contributed by the Corporation during the Performance Period; or (ii) any tax payments or benefits
during the Performance Period associated with the divestiture of business units. 
 (b) Cash Flow Determination. Cash Flow
shall be determined by the Committee 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 Committee 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, in either case as modified by this paragraph. 
 4.3 Interpolation of ROIC and Cash Flow Metrics. If the change in
ROIC or Cash Flow falls between two numbers listed in the applicable table in Section 4.1 or 4.2, the appropriate factor will be interpolated on a linear basis. Notwithstanding the foregoing, the ROIC Performance Factor will always be zero if
the ROIC for the Performance Period is less than ROIC forecasted for the Performance Period in the 2010 Long Range Plan by 40 basis points or more and the Cash Flow Performance Factor will always be zero if the aggregate Cash Flow for the
Performance Period is less than what was forecasted for the Performance Period in the 2010 Long Range Plan by more than $1 billion. 








 Award Date: February 1, 2010 
 Page 7 
  

 Section 5. Payment of Award: Potential Award, Mandatory Portion

 5.1. Employment Requirement. 
 (a) General Rule. In order to be eligible to receive payment of any portion of your Potential Award as determined under Section 2.1(d), you must accept this Award Agreement and remain employed
by the Corporation through the last day of the Performance Period. If your employment as an Employee terminates during the Performance Period, you shall forfeit your right to receive all or any part of your Potential Award. 
 (b) Exceptions. Notwithstanding Section 5.1(a), if the Committee determines 
 (1) that your employment as an Employee terminated as a result of your death, “Divestiture”, “Disability” or
“Retirement” or 
 (2) that the Corporation terminated your employment involuntarily as a result of a layoff,

 you shall retain a fraction of your Potential Award. The numerator of such fraction shall equal the number of days in the
Performance Period before your employment as an Employee terminated, and the denominator shall equal the total number of days in the Performance Period. The Committee shall have complete and absolute discretion to make the determinations called for
under this Section 5.1(b), and all such determinations shall be binding on you and on any person who claims all or any part of your Potential Award on your behalf as well as on the Corporation. 
 (c) Special Definitions. For purposes of this Award Agreement: 
 (1) Your employment as an Employee shall be treated as terminating because of a Disability on the date you become eligible for a benefit
under the Corporation’s long-term disability plan in which you participate, or if you are not enrolled in a long-term disability plan, the date on which long-term disability benefits would commence under the plan under which you would have been
covered, had you enrolled; 
 (2) Your employment as an Employee shall be treated as terminating as a result of Divestiture if
the Corporation divests all or substantially all of a business operation of the Corporation and such divestiture results in the termination of your employment with the Corporation and a transfer of such employment to the other party in the
divestiture. A divestiture shall mean a transaction which results in the transfer of control of the business operation to any person, corporation, association, partnership, joint venture, limited liability company or









 Award Date: February 1, 2010 
 Page 8 
  

 
other business entity of which less than 50% of the voting stock or other equity interests are owned or controlled by the Corporation; and 
 (3) Your employment as an Employee shall be treated as terminating because of Retirement if (a) you participate in a defined benefit
pension plan maintained by the Corporation, and your employment terminates on or after the date on which you satisfy the plan’s age and service requirements for commencing receipt of an early retirement benefit under the plan or (b) you do
not participate in a defined benefit pension plan maintained by the Corporation, and your employment terminates after you reach age 55 and have completed five years of service. 
 5.2. Payment Rules. 
 (a) General Rule. If you are eligible to receive your Potential Award under Section 5.1(a), the Immediate Portion of your Potential Award shall be fully vested and shall be either paid in cash to you or deferred in accordance
with Section 5.2(e). The Deferred Portion of your Potential Award shall remain subject to forfeiture and shall be governed by the provisions of Section 5.2(c). 
 (b) Immediate Portion. Subject to Section 5.2(e), you shall have the right to receive the Immediate Portion of your Potential Award currently in cash within ninety (90) days of the date
on which the Committee certifies in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than the March 15 next following the end of the
Performance Period. 
 (c) Deferred Portion Subject to Forfeiture. 
 (1) Deferral and Forfeiture. If you are eligible to receive your Potential Award under Section 5.1(a), the payment of the
Deferred Portion of your Potential Award shall be deferred through December 31, 2014, and paid as specified below. You shall forfeit your right to the payment of the Deferred Portion of your Potential Award if you do not remain employed by the
Corporation through December 31, 2014. 
 (2) Phantom Stock Account. The Committee shall establish a bookkeeping
account (a “Phantom Stock Account”) on your behalf under this Section 5.2(c)(2) and shall credit such account with a number of units equal to the number of whole shares (and any fractional share) of the Corporation’s common stock
which could have been purchased by the Deferred Portion of your Potential Award described in Section 5.2(c)(1) based on the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the last
trading day of the Performance Period, subject to









 Award Date: February 1, 2010 
 Page 9 
  

 
the Committee’s certification in writing (for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period. Thereafter the
Committee shall make such credits or debits to the units previously credited to such account as the Committee deems appropriate in light of any transaction described in Section 7(a) of the Plan (such as a stock split or stock dividend) or any
cash dividends paid on the Corporation’s common stock, which dividends shall increase the number of units credited to such account as if such dividends had been reinvested in the Corporation’s common stock at the closing price of a share
of the Corporation’s common stock as reported on The New York Stock Exchange for the last trading day of the quarter in which such dividend is declared by the Board of Directors. 
 (3) Payment. Unless you forfeit your right to the Deferred Portion of your Potential Award described in this Section 5.2(c), you
shall have the right to receive the payment of the value of your Phantom Stock Account as determined as of December 31, 2014, no later than March 15, 2015 (subject to section 5.2(e)). The amount payable under this Section 5.2(c) shall
be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock
Exchange for December 31, 2014, or, if it is not a trading day, on the last trading day before December 31, 2014. 
 (4) Special Payment Rule For Certain Terminated Employees. Notwithstanding Section 5.2(c)(1), if your employment terminates after the close of the Performance Period but prior to December 31, 2014, and the Committee
determines that your employment terminated under circumstances described in Sections 5.1(b)(1) or (2), then the Deferred Portion of your Potential Award described in this Section 5.2(c) shall be paid to you or, in the event of your death, to
your designated beneficiary, in cash within ninety (90) days following your termination of employment, but no later than March 15 of the year following your termination of employment (subject to Section 5.2(e)). The amount payable
under this Section 5.2(c)(4) shall be determined by multiplying the number of units representing shares of phantom stock credited to your account under Section 5.2(c)(2) on the date your termination becomes effective by the closing price
for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which your termination becomes effective, or if it is not a trading day, on the last trading day before that date. In the event of your
death and you do not have a properly completed beneficiary designation form on file with the Vice President of









 Award Date: February 1, 2010 
 Page 10 
  

 
Compensation and Benefits’ office, your payment will be made to your estate. 
 (5) No Shareholder Rights. Units credited to your Phantom Stock Account are bookkeeping entries only and do not entitle you to any shares of the Corporation’s common stock or to any voting or other rights associated with shares
of such stock. 
 (d) Special Rule. If you terminate employment during the Performance Period but are eligible to receive
a portion of your Potential Award as a result of an exception under Section 5.1(b), payment of such portion of your Potential Award shall be in full satisfaction of all rights you have under this Award Agreement; in such circumstances, you will
not be eligible for a payment of the Deferred Portion under Section 5.2(c) and no other amounts will be payable to you or on your behalf. The portion of your Potential Award payable to you following a termination of employment during the
Performance Period under circumstances described in Section 5.1(b) shall be paid to you or, in the event of your death, to your designated beneficiary for the Award, in cash within ninety (90) days after the Committee certifies in writing
(for purposes of Section 162(m) of the Code) that your Target Award has become a Potential Award for the Performance Period, but no later than March 15, 2013 (subject to section 5.2(e)). In the event of your death and you do not have a
properly completed beneficiary designation form on file with the Vice President of Compensation and Benefits’ office, your payment will be made to your estate. 
 (e) Further Deferral. You will be given an opportunity to elect to defer any amounts payable under Sections 5.2(b) and 5.2(d) of this Award Agreement and to further defer any amounts payable under
Section 5.2(c)(3). Such election shall be irrevocable, shall be made in accordance with the terms of the Lockheed Martin Corporation Deferred Management Incentive Compensation Plan and the requirements of Code section 409A, and shall be subject
to such additional terms and conditions as are set by the Committee. A deferral election form and the terms and conditions for any deferral will be furnished to you in due course. 
 5.3. Cutback. Any payment called for under Section 5.2(b) will be reduced to the extent that such payment together with payments
attributable to any other Cash-Based Awards that are granted during 2010 as Performance Based Awards exceeds $5,000,000 and, further, any credit of phantom shares called for under Section 5.2(c)(2) shall be reduced to the extent that the number
of phantom shares credited to you together with the number of shares of Stock and Share Units in respect of Share-Based Awards that are granted to you during 2010 as Performance Based Awards exceeds 1,000,000. To the extent that any payment called
for under Section 5.2(b) would exceed the $5,000,000 limit and therefore must be reduced, the amount in excess of $5,000,000, shall be deferred and credited as phantom shares under Section 5.2(c)(2) unless such crediting would result in
the crediting of phantom shares that would otherwise be prohibited by this Section 5.3. To the extent that any crediting called for under Section 5.2(c)(2) would









 Award Date: February 1, 2010 
 Page 11 
  

 
exceed the 1,000,000 limit and therefore must be reduced, the units in excess of 1,000,000, shall not be credited and shall instead be paid in cash under Section 5.2(b) unless such payment
would result in a payment that would otherwise be prohibited by this Section 5.3. 
 5.4. Withholding. Any payment
made in respect of your Award will be subject to income tax withholding at the minimum rate prescribed by law. You may owe taxes in addition to the amount withheld and may request that tax be withheld at a greater rate. As required under the law,
FICA tax will be collected from you or withheld from the amount of your award or from your wages, when any portion of an award becomes vested for tax purposes prior to payment. If prior to payment of the Immediate Portion, you become eligible for
retirement, then any FICA tax due on your Deferred Portion will be withheld from the Deferred Portion prior to the deferral. If you become retirement eligible during the period in which the Deferred Portion of your Potential Award has been deferred
under Section 5.2(c), then, at the direction of the Corporation, FICA taxes on your Deferred Portion will be collected from you or withheld from your wages. 
 5.5. Means of Satisfying Code Section 409A. If any payment that would otherwise be made under this Award Agreement is required to be delayed by reason of Section 13, such payment shall be
made at the earliest date permitted by Code section 409A. The amount of any delayed payment shall be the amount that would have been paid prior to the delay adjusted to include interest from the original payment date to the actual payment date, at a
rate equivalent to the six month London Interbank Offered Rate (LIBOR) as published in the Money Rates section of the Wall Street Journal, plus 25 basis points. The increase over LIBOR may be adjusted to reflect the six month unsecured borrowing
rate of the Corporation. 
 Section 6. No Assignment – General Creditor Status. 
 You shall have no right to assign any interest you might have in all or any part of the Target Award or Potential Award which has been
granted to you under this Award Agreement and any attempt to do so shall be null and void and shall have no force or effect whatsoever. Furthermore, all payments called for under this Award Agreement shall be made in cash from the Corporation’s
general assets, and your right to payment from the Corporation’s general assets shall be the same as the right of a general and unsecured creditor of the Corporation. 
 Section 7. Plan. 
 This Award Agreement shall be subject to all of the terms and conditions set forth in the Plan. 
 Section 8. Change in Control.  
 8.1. Change in
Control During Performance Period. If during the Performance Period, a Change in Control (as defined in Section 7 of the Plan) occurs, the Performance









 Award Date: February 1, 2010 
 Page 12 
  

 
Period will terminate. Notwithstanding any deferral election or term of this Award Agreement to the contrary, a pro rata portion of your Award will be paid to you within fifteen (15) days of
the Change in Control. The prorated portion will be the sum of (i) the result obtained by first multiplying your Target Award by the External Performance Factor calculated under Section 3.2(b), but based upon the Total Stockholder Return
for the Corporation and the Peer Performance Group as of the last day of the month immediately preceding the Change in Control, and then further multiplying that product by a fraction, the numerator of which is the number of days in the Performance
Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period. 
 8.2. Change in Control After Performance Period. If a Change in Control occurs after the end of the Performance Period but before December 31, 2014, notwithstanding any deferral election or term of this Award Agreement to the
contrary, the Deferred Portion of your Potential Award described in Section 5.2(c) will be paid to you within fifteen (15) days of the Change in Control. The amount payable shall be determined by multiplying the number of units
representing shares of phantom stock credited to your account under Section 5.2(c)(2) by the closing price for a share of the Corporation’s common stock as reported on the New York Stock Exchange for the date on which the Change in Control
occurs, or if it is not a trading day, on the last trading day before that date. 
 8.3. Special Rule. Notwithstanding
Section 8.1 or Section 8.2, if a payment in accordance with those provisions would result in a nonexempt short-swing transaction under Section 16(b) of the Securities Exchange Act of 1934, then the date of distribution to you 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 Securities Exchange Act of 1934. 
 Section 9. Amendment and Termination. 
 As provided in Section 9 of the Plan, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Committee may at any time amend this Award Agreement. Notwithstanding the
foregoing, no such action by the Board of Directors or the Committee shall amend Sections 1, 2, 3, 4, or 5 in a manner adverse to you or reduce the amount payable hereunder in a material manner without your written consent. For this purpose, a
change in the amount payable hereunder that occurs solely by reason of a change in the date or form of payment shall in no case be treated as a reduction prohibited by this Section 9. Thus, for example, if an amount payable by reason of
Section 8 is delayed by an amendment to this Award Agreement or other action undertaken to comply with Section 409A of the Internal Revenue Code and the amount payable is reduced solely by reason of a corresponding delay in the date of
valuation of a share of the Corporation’s common stock, such a change shall not be treated as a reduction prohibited by this Section 9. This Section 9 shall be construed and applied so as to permit the Committee to amend this Award
Agreement at any time in any manner reasonably necessary or appropriate in order to comply with the requirements of Section









 Award Date: February 1, 2010 
 Page 13 
  

 
16 of the Securities Exchange Act of 1934 and of Code section 409A, including amendments regarding the timing and form of payments hereunder. 
 Section 10. No Right to an Award; Value of Award. 
 Your status as an Employee shall not be construed as a commitment that any one or more awards shall be made under the Plan to you or to
Employees generally. Your status as a Participant shall not entitle you to any additional award. The value of the Award will not be taken into account for other benefits offered by the Corporation, including but not limited to pension benefits.

 Section 11. No Assurance of Employment. 
 Nothing contained in the Plan or in this Award Agreement shall confer upon you any right to continue in the employ or other service of the
Corporation or constitute any contract (of employment or otherwise) or limit in any way the right of the Corporation to change your compensation or other benefits or to terminate your employment with or without cause. 
 Section 12. Conflict. 
 In the event of a conflict between this Award Agreement and the Plan, the Plan document shall control. 
 Section 13. Compliance with Section 409A of the Internal Revenue Code. 
 Notwithstanding any other provision of this Award Agreement to the contrary, to the extent that this Award Agreement constitutes a nonqualified deferred compensation plan to which Code section 409A
applies, payments under this Award Agreement shall be made at a time and in a manner that satisfies the requirements of Code section 409A and guidance of general applicability issued thereunder, including the provisions of 409A(a)(2)(B)(i) to the
extent distributions to any specified employee are required to be delayed six months. 
 Section 14. Post-Employment
Covenants. 
 By accepting this Agreement through the procedure described above, you agree to the terms of the
Post-Employment Covenants contained in Exhibit A to this Agreement. 
 Section 15. Execution. 
 You must execute one copy of this Award Agreement and return it to the Office of the Vice President of Compensation and Benefits (Mail Point
123) as soon as possible as a condition to the Award becoming effective. Your execution of this Award Agreement constitutes your consent to and acceptance of any action taken under the Plan









 Award Date: February 1, 2010 
 Page 14 
  

 
consistent with its terms with respect to your Award and your agreement to the Post-Employment Covenants contained in Section 14 and Exhibit A. 
 By signing this Award Agreement, you consent to receive copies of the Prospectus applicable to this Award from this internet site
(http://www.benefitaccess.com) as well as to electronic delivery of the Corporation’s annual report on Form 10-K, annual proxy and quarterly reports on Form 10-Q. This consent can only be withdrawn by written notice to the Corporate
Secretary, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. 
 A pre-addressed envelope has been enclosed
for your convenience to return with a copy of this Award Agreement, as acknowledged by you below. 
  

							
		 		 	 Sincerely,

			
		 		 	 David A. Filomeo

		 		 	 Vice President

		 		 	 Compensation and Benefits

			
	Enclosures	 		 	
			
	ACKNOWLEDGEMENT:	 		 	
			
	  
	 		 	  

	Signature	 		 	Date
			
	  
	 		 	
	Print or type name	 		 	









 Award Date: February 1, 2010 
 Page 15 
  

 Appendix A 
 Capitalized Terms 
  

			
	Award	 	2nd ¶
	Band	 	§ 3.2(b)
	Cash Flow	 	§ 4.2(a)
	Cash Flow Performance Factor	 	§ 4.2
	Cash Flow Performance Amount	 	§ 2.1(c)
	Change of Control	 	IPA
	Committee	 	1st ¶
	Corporation	 	2nd ¶
	Deferred Portion	 	§ 2.2
	External Performance Amount	 	§ 2.1(a)
	External Performance Factor	 	§ 3.1
	Immediate Portion	 	§ 2.1(d)
	Internal Performance Factors	 	§ 4
	Peer Performance Group	 	§ 3.1
	Percentile Ranking	 	§ 3.2(b)
	Performance Period	 	§ 1¶
	Phantom Stock Account	 	§ 5.2(c)(2)
	Plan	 	1st ¶
	Potential Award	 	§ 2.1(d)
	ROIC	 	§ 4.1(a)
	ROIC Performance Factor	 	§ 4.1
	ROIC Performance Amount	 	§ 2.1(b)
	Share Units	 	IPA
	Share-Based Awards	 	IPA
	Stock	 	IPA
	Target Award	 	2nd ¶, § 1
	Total Stockholder Return	 	IPA









 Award Date: February 1, 2010 
 Page 16 
  

 Exhibit A 
 Post Employment Conduct Agreement 
 (LTIP Grant) 
 This Post Employment Conduct Agreement (this “PECA”) attached as Exhibit A to the Award Agreement with an Award Date of
February 1, 2010 (the “Award Agreement”) is entered into in consideration of, among other things, the grant of a Long Term Incentive Performance Award to me under the Award Agreement (the “LTIP”) pursuant to the Lockheed
Martin Corporation Amended and Restated 2003 Incentive Performance Award Plan, as amended effective January 1, 2009 (the “Plan”). By accepting the LTIP, I agree as follows: 
 1. Protective Covenants. 
 (a) Covenant Not To Compete—Without the express written consent of the Management Development and Compensation Committee of the Board of Directors of the Corporation, during the two-year
period following the date of my termination of employment (the “Termination Date”) with Lockheed Martin Corporation (the “Corporation”), I will not, directly or indirectly, be employed by, provide services to, or advise a
“Restricted Company” (as defined in Section 6 below), whether as an employee, advisor, director, officer, partner or consultant, or in any other position, function or role that, in any such case, 
  

	 	(i)	oversees, controls or affects the design, operation, research, manufacture, marketing, sale or distribution of “Competitive Products or Services” (as defined
in Section 6 below) of or by the Restricted Company, or 

  

	 	(ii)	would involve a substantial risk that the “Confidential or Proprietary Information” (as defined in Section 1(c) below) of the Corporation (including but
not limited to technical information or intellectual property, strategic plans, information relating to pricing offered to the Corporation by vendors or suppliers or to prices charged or pricing contemplated to be charged by the Corporation,
information relating to employee performance, promotions or identification for promotion, or information relating to the Corporation’s cost base) could be used to the disadvantage of the Corporation. 

 (b) Non-Solicit—Without the express written consent of the Management Development and Compensation Committee of the Board of
Directors of the Corporation, during the two-year period following the Termination Date, I will not (i) interfere with any contractual relationship between the Corporation and any customer, supplier, distributor or









 Award Date: February 1, 2010 
 Page 17 
  

 
manufacturer of or to the Corporation to the detriment of the Corporation or (ii) induce or attempt to induce any person who is an employee of the Corporation to perform work or services for
any entity other than the Corporation. 
 (c) Protection of Proprietary Information—Except to the extent required by
law, following my Termination Date, I will have a continuing obligation to comply with the terms of any non-disclosure or similar agreements that I signed while employed by the Corporation committing to hold confidential the “Confidential or
Proprietary Information” (as defined below) of the Corporation or any of its affiliates, subsidiaries, related companies, joint ventures, partnerships, customers, suppliers, partners, contractors or agents, in each case in accordance with the
terms of such agreements. I will not use or disclose or allow the use or disclosure by others to any person or entity of Confidential or Proprietary Information of the Corporation or others to which I had access or that I was responsible for
creating or overseeing during my employment with the Corporation. In the event I become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any proprietary or
confidential information, I will immediately notify the Corporation’s Senior Vice President and General Counsel as to the existence of the obligation and will cooperate with any reasonable request by the Corporation for assistance in seeking to
protect the information. All materials to which I have had access, or which were furnished or otherwise made available to me in connection with my employment with the Corporation shall be and remain the property of the Corporation. For purposes of
this PECA, “Confidential or Proprietary Information” means Proprietary Information within the meaning of CPS 710 (a copy of which has been made available to me), including but not limited to information that a person or entity desires to
protect from unauthorized disclosure to third parties that can provide the person or entity with a business, technological, or economic advantage over its competitors, or which, if known or used by third parties or if used by the person’s or
entity’s employees or agents in an unauthorized manner, might be detrimental to the person’s or entity’s interests. Confidential or Proprietary Information may include, but is not limited to: 
  

	 	(i)	existing and contemplated business, marketing and financial business information such as business plans and methods, marketing information, cost estimates, forecasts,
financial data, cost or pricing data, bid and proposal information, customer identification, sources of supply, contemplated product lines, proposed business alliances, and information about customers or competitors, or 









 Award Date: February 1, 2010 
 Page 18 
  


	 	(ii)	existing or contemplated technical information and documentation pertaining to technology, know how, equipment, machines, devices and systems, computer hardware and
software, compositions, formulas, products, processes, methods, designs, specifications, mask works, testing or evaluation procedures, manufacturing processes, or production processes. 

 (d) No disparagement—Following the Termination Date, I will not make any statements, whether verbal or written, that disparage or
reasonably may be interpreted to disparage the Corporation or its stockholders, directors, officers, employees, agents, attorneys, representatives, technology, products or services with respect to any matter whatsoever. 
 (e) Cooperation in Litigation and Investigations—Following the Termination Date, I will, to the extent reasonably requested,
cooperate with the Corporation in any pending or future litigation (including alternative dispute resolution proceedings) or investigations in which the Corporation or any of its subsidiaries or affiliates is a party or is required or requested to
provide testimony and regarding which, as a result of my employment with the Corporation, I reasonably could be expected to have knowledge or information relevant to the litigation or investigation. Notwithstanding any other provision of this PECA,
nothing in this PECA shall affect my obligation to cooperate with any governmental inquiry or investigation or to give truthful testimony in court. 
 2. Consideration and Acknowledgement. I acknowledge and agree that the benefits and compensation opportunities being made available to me under the Award Agreement are in addition to the benefits
and compensation opportunities that otherwise are or would be available to me in connection with my employment by the Corporation and that the grant of the LTIP is expressly made contingent upon my agreements with the Corporation set forth in this
PECA. I acknowledge that the scope and duration of the restrictions in Section 1 are necessary to be effective and are fair and reasonable in light of the value of the benefits and compensation opportunities being made available to me under the
Award Agreement. I further acknowledge and agree that as a result of the high level executive and management positions I hold with the Corporation and the access to and extensive knowledge of the Corporation’s Confidential or Proprietary
Information, employees, suppliers and customers, these restrictions are reasonably required for the protection of the Corporation’s legitimate business interests. 
 3. Remedies For Breach of Section 1; Additional Remedies of Clawback and Recoupment. 








 Award Date: February 1, 2010 
 Page 19 
  

 (a) I agree, upon demand by the Corporation, to forfeit, return or repay to the
Corporation the “Benefits and Proceeds” (as defined below) in the event any of the following occur: 
  

	 	(i)	I breach any of the covenants or agreements in Section 1; 

  

	 	(ii)	The Corporation determines that either (a) my intentional misconduct or gross negligence, or (b) my failure to report another person’s intentional
misconduct or gross negligence of which I had knowledge during the period I was employed by the Corporation, contributed to the Corporation having to restate all or a portion of its financial statements filed for any period with the Securities and
Exchange Commission; or 

  

	 	(iii)	The Corporation determines that I engaged in fraud, bribery or any other illegal act or that my intentional misconduct or gross negligence (including the failure to
report the acts of another person of which I had knowledge during the period I was employed by the Corporation) contributed to another person’s fraud, bribery or other illegal act, which in any such case adversely affected the
Corporation’s financial position or reputation. 

 (b) The remedy provided in Section 3(a) shall not be
the exclusive remedy available to the Corporation for any of the conduct described in Section 3(a) and shall not limit the Corporation from seeking damages or injunctive relief. 
 (c) For purposes of this Section 3, “Benefits and Proceeds” means (i) to the extent I have earned any of the LTIP, any
cash paid to me, whether paid currently or deferred; and (ii) to the extent I have not earned the LTIP fully, all of my remaining rights, title or interest in the LTIP. 
 4. Injunctive Relief. I acknowledge that the Corporation’s remedies at law may be inadequate to protect the Corporation against
any actual or threatened breach of the provisions of Section 1 or the conduct described in Section 3(a), and, therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity
(including but not limited to, an action under Section 3(a), the Corporation shall be entitled to the granting of injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the
posting of any bond or similar security. 
 5. Invalidity; Unenforceability. It is the desire and intent of the parties
that the provisions of this PECA shall be enforced to the fullest extent permissible. Accordingly, if any particular provision of this PECA is adjudicated to be invalid or unenforceable, this PECA shall be deemed amended to delete the portion
adjudicated to









 Award Date: February 1, 2010 
 Page 20 
  

 
be invalid or unenforceable, such deletion to apply only with respect to the operation of this provision in the particular jurisdiction in which such adjudication is made. 
 6. Definitions. Capitalized terms not defined in this PECA have the meaning given to them in the Plan, as applicable. For purposes of
this PECA, the following terms have the meanings given below: 
 (a) “Restricted Company” means The Boeing Company,
General Dynamics Corporation, Northrop Grumman Corporation, the Raytheon Company, United Technologies Corporation, Honeywell International Inc., BAE Systems Inc., L-3 Communications Corporation, the Harris Corporation, Thales, EADS North America and
(i) any entity directly or indirectly controlling, controlled by, or under common control with any of the foregoing, and (ii) any successor to all or part of the business of any of the foregoing as a result of a merger, reorganization,
consolidation, spin-off, split-up, acquisition, divestiture, or similar transaction. 
 (b) “Competitive Products or
Services” means products or services that compete with, or are an alternative or potential alternative to, products sold or services provided by a subsidiary, business area, division or operating unit or business of the Corporation as of the
Termination Date and at any time within the two-year period ending on the Termination Date; provided, that, (i) if I had direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area, division or
operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided during that two-year period by the
subsidiary, business area, division or operating unit of the Corporation for which I had responsibility, and (ii) if I did not have direct responsibility for the business of, or function with respect to, a subsidiary, or for a business area,
division or operating unit or business of the Corporation at any time within the two-year period ending on the Termination Date, Competitive Products or Services includes the products so sold or the services so provided by a subsidiary, business
area, division or operating unit of the Corporation for which I had access (or was required or permitted such access in the performance of my duties or responsibilities with the Corporation) to Confidential or Proprietary Information of the
Corporation at any time during the two-year period ending on the Termination Date. 
 7. Miscellaneous. 
 (a) The Plan, the Award Agreement and this PECA constitute the entire agreement governing the terms of the award of the LTIP to me.









 Award Date: February 1, 2010 
 Page 21 
  

 (b) This PECA shall be governed by Maryland law, without regard to its provisions
governing conflicts of law. 
 (c) This PECA shall inure to the benefit of the Corporation’s successors and assigns and may
be assigned by the Corporation without my consent. 
 (d) This PECA provides for certain obligations on my part following the
Termination Date and shall not, by implication or otherwise, affect in any way my obligations to the Corporation during the term of my employment by the Corporation, whether pursuant to written agreements between the Corporation and me, the
provisions of applicable Corporate policies that may be adopted from time to time or applicable law or regulation. 
 This
PECA is effective as of the acceptance by me of the award of an LTIP under the Award Agreement.