LMT » Topics » PURPOSE

These excerpts taken from the LMT 10-K filed Feb 26, 2009.

SECTION 1. Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing eligible employees with an opportunity to obtain or increase their proprietary interest in the Corporation and by providing eligible employees with additional incentives to join or remain with the Corporation and its Subsidiaries.

PURPOSE

The purpose of this Plan is to give each non-employee Director of Lockheed Martin Corporation the opportunity to be compensated for his or her service as a Director on a deferred basis. The Plan is also intended to establish a method of paying Director’s compensation which will aid the Corporation in attracting and retaining as members of the Board persons whose abilities, experience and judgment can contribute to the success of the Corporation. In addition, by providing Directors with the option of accruing earnings based on the performance of Lockheed Martin Common Stock, the Plan is intended to more closely align the economic interests of Directors with the interests of stockholders generally.

The Plan was amended and restated, effective January 1, 2005, in order to comply with the requirements of Internal Revenue Code section 409A. This amendment and restatement of the Plan applies only to the portion of a Participant’s Account Balance that is earned or becomes vested on or after January 1, 2005 (and any earnings attributable to that portion). The portion of a Participant’s Account Balance that was earned and vested prior to January 1, 2005 (and any earnings attributable to that portion) shall be governed by the terms of the Plan in effect on December 31, 2004, which is attached hereto as Appendix A.

The Plan and Appendix A were amended and restated, effective as soon as administratively practicable on or after February 1, 2009, to change the interest option for calculating earnings and to provide for new investment options in which Participants may invest their Account Balances, whether earned and vested before or after January 1, 2005. The addition of the new investment options in Appendix A is not intended to constitute a material modification within the meaning of Code section 409A.

 

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The Plan is hereby amended and restated to prospectively eliminate an investment option and make other clarifying changes.

PURPOSE

The purpose of this Plan is to give each non-employee Director of Lockheed Martin Corporation the opportunity to be compensated for his or her service as a Director on a deferred basis. The Plan is also intended to establish a method of paying Director’s compensation which will aid the Corporation in attracting and retaining as members of the Board persons whose abilities, experience and judgment can contribute to the success of the Corporation. In addition, by providing Directors with the option of accruing earnings based on the performance of Lockheed Martin Common Stock, the Plan is intended to more closely align the economic interests of Directors with the interests of stockholders generally.

These excerpts taken from the LMT 10-Q filed Jul 23, 2008.

SECTION 1. Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing eligible employees with an opportunity to obtain or increase their proprietary interest in the Corporation and by providing eligible employees with additional incentives to join or remain with the Corporation and its Subsidiaries.

SECTION 1. Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who
contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing
eligible employees with an opportunity to obtain or increase their proprietary interest in the Corporation and by providing eligible employees with additional incentives to join or remain with the Corporation and its Subsidiaries.

STYLE="margin-top:18px;margin-bottom:0px">SECTION 2. Definitions; Rules of Construction.

(a) Defined Terms.
The terms defined in this Section shall have the following meanings for purposes of this Plan:

“Award” means an
award granted pursuant to Section 4.

“Award Agreement” means an agreement described in Section 6 entered
into between the Corporation and a Participant, setting forth the terms and conditions of an Award granted to a Participant.

SIZE="2">“Beneficiary” means a person or persons (including a trust or trusts) validly designated by a Participant as the Participant’s beneficiary under this Plan, or, in the absence of a valid designation, the personal
representative of the Participant’s estate in the event of a Participant’s death.

“Board of Directors” or
Board” means the Board of Directors of the Corporation.

“Cash-Based Awards” means Awards that, if
paid, must be paid in cash and that are neither denominated in nor have a value derived from the value of, nor an exercise or conversion privilege at a price related to, shares of Stock, as described in Section 4(a)(6).

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">“Cash Flow” means cash and cash equivalents derived from either (i) net cash flow from operations or (ii) net cash flow
from operations, financings and investing activities, as determined by the Committee at the time an Award is granted.

“Change
in Control”
means a change in control as defined in Section 7(c).

“Code” means the Internal Revenue
Code of 1986, as amended from time to time.

“Committee” means the Committee described in Section 8.


“Corporation” means Lockheed Martin Corporation.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">“Date of Grant” means the date specified by the Committee as the date on which an Award is to be granted (which date shall be no
earlier than the date the resolution approving the Award is adopted by the Committee), or if no such date is specified by the Committee, the date on which the Committee adopts a resolution making the Award.







“Employee” means any officer (whether or not also a director) or any key salaried
employee of the Corporation or any of its Subsidiaries, but excludes, in the case of an Incentive Stock Option, an Employee of any Subsidiary that is not a “subsidiary corporation” of the Corporation as defined in Code Section 424(f).

“EPS” means earnings per common share on a fully diluted basis determined in accordance with generally accepted
accounting principles in the United States.

“Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time.

“Executive Officer” means executive officer as defined in Rule 3b-7 under the Exchange Act,
provided that, if the Board has designated the executive officers of the Corporation for purposes of reporting under the Exchange Act, the designation by the Board shall be conclusive for purposes of this Plan.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">“Fair Market Value” means the closing sale price of the relevant security as reported by the New York Stock Exchange on its web
site as the closing price (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) on the relevant date, or, if no
sale of the security is reported for that date, the next preceding day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using criteria as it shall determine, in its
sole direction, to be appropriate for the valuation.

“Insider” means any person who is subject to the reporting
obligations of Section 16(a) of the Exchange Act.

“Option” means a Nonqualified Stock Option or an Incentive
Stock Option as described in Section 4(a)(1) or (2).

“Participant” means an Employee who is granted an Award
pursuant to this Plan so long as the Award remains outstanding.

“Performance-Based Awards” means an Award
contemplated by Section 4(b).

“Performance Goal” means EPS or ROIC or Cash Flow or Total Stockholder Return,
and “Performance Goals” means any combination thereof.

“Plan” means this Lockheed Martin Corporation 2003
Incentive Performance Award Plan.

“ROIC” means return on invested capital calculated as (A) (i) net income
plus (ii) interest expense times one minus the highest marginal federal corporate tax rate, divided by (B) (i) the average quarter end debt (including current maturities of long-term debt) plus (ii) the average quarter end
stockholders’ equity, in each case determined in accordance with generally accepted accounting principles in the United States.

SIZE="2">“Rule 16b-3” means Rule 16b-3 under Section 16 of the Exchange Act, as amended from time to time.

SIZE="2">“Share-Based Awards” means Awards that are payable or denominated in or have a value derived from the value of, or an exercise or conversion privilege at a price related to, shares of Stock, as described in Sections 4(a)(1)
through (5).

 


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“Share Units” means the number of units under a Share-Based Award that is payable
solely in cash or is actually paid in cash, determined by reference to the number of shares of Stock by which the Share-Based Award is measured.

FACE="ARIAL" SIZE="2">“Stock” means shares of common stock of the Corporation, par value $1.00 per share, subject to adjustments made under Section 7 or by operation of law.

STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%; text-indent:4%">“Subsidiary” means, as to any person, any corporation, association, partnership, joint venture or other business entity of which 50
percent or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a
combination thereof.

“Total Stockholder Return” means with respect to the Corporation or other entities (if measured
on a relative basis), the (i) change in the market price of its common stock (as quoted in the principal market on which it is traded as of the beginning and ending of the period) plus dividends and other distributions paid, divided by
(ii) the beginning quoted market price, all of which is adjusted for any changes in equity structure, including but not limited to stock splits and stock dividends.

FACE="ARIAL" SIZE="2">(b) Financial and Accounting Terms. Except as otherwise expressly provided or the context otherwise requires, financial and accounting terms, including terms defined herein as Performance Goals, are used as defined for
purposes of, and shall be determined in accordance with, generally accepted accounting principles in the United States and as derived from the consolidated financial statements of the Corporation, prepared in the ordinary course of business and
filed with the Securities and Exchange Commission from time to time.

(c) Rules of Construction. For purposes of this Plan and the Award
Agreements, unless otherwise expressly provided or the context otherwise requires, the terms defined in this Plan include the plural and the singular, and pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms.

This excerpt taken from the LMT DEF 14A filed Mar 14, 2008.

SECTION 1. Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing eligible employees with an opportunity to obtain or increase their proprietary interest in the Corporation and by providing eligible employees with additional incentives to join or remain with the Corporation and its Subsidiaries.

This excerpt taken from the LMT PRE 14A filed Feb 29, 2008.

SECTION 1. Purpose.

The purpose of this Plan is to benefit the Corporation’s stockholders by encouraging high levels of performance by individuals who contribute to the success of the Corporation and its Subsidiaries and to enable the Corporation and its Subsidiaries to attract, motivate, retain and reward talented and experienced individuals. This purpose is to be accomplished by providing eligible employees with an opportunity to obtain or increase their proprietary interest in the Corporation and by providing eligible employees with additional incentives to join or remain with the Corporation and its Subsidiaries.

This excerpt taken from the LMT 8-K filed Nov 2, 2006.

PURPOSE

The purpose of this Plan is to give each non-employee Director of Lockheed Martin Corporation the opportunity to be compensated for his or her service as a Director on a deferred basis. The Plan is also intended to establish a method of paying Director's compensation which will aid the Corporation in attracting and retaining as members of the Board persons whose abilities, experience and judgment can contribute to the success of the Corporation. In addition, by providing Directors with the option of accruing earnings based on the performance of Lockheed Martin Common Stock, the Plan is intended to more closely align the economic interests of Directors with the interests of stockholders generally.

This excerpt taken from the LMT 8-K filed Nov 3, 2005.

PURPOSE

 

The purpose of this Plan is to give each non-employee Director of Lockheed Martin Corporation the opportunity to be compensated for his or her service as a Director on a deferred basis. The Plan is also intended to establish a method of paying Director’s compensation which will aid the Corporation in attracting and retaining as members of the Board persons whose abilities, experience and judgment can contribute to the success of the Corporation. In addition, by providing Directors with the option of accruing earnings based on the performance of Lockheed Martin Common Stock, the Plan is intended to more closely align the economic interests of Directors with the interests of stockholders generally.

 

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