Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2021, the Board of Directors (the "Board") of Lockheed Martin
Corporation ("Lockheed Martin" or the "Corporation"), acting upon the
recommendation of the Management Development and Compensation Committee (the
"Committee"), approved the Lockheed Martin Corporation 2021 Management Incentive
Compensation Plan (the "2021 MICP"), effective January 1, 2021, to replace the
existing Lockheed Martin Corporation Amended and Restated 2006 Management
Incentive Compensation Plan (the "2006 MICP"). The 2021 MICP eliminates
provisions in the 2006 MICP that were intended to qualify MICP payments as
performance-based compensation subject to an exemption to the deductibility
limit of Section 162(m) of the Internal Revenue Code. This performance-based
compensation exemption to Section 162(m)'s deductibility limit was repealed in
2017. The 2021 MICP also aligns certain administrative provisions with the
Corporation's broad-based incentive plans. No changes were made to the overall
annual incentive plan design for the CEO or the other named executive officers
identified in the Corporation's 2020 proxy statement.
The 2021 MICP provides executives the opportunity to earn annual cash incentives
based on performance measured against pre-established performance goals. The
Board of Directors may make an upward or downward (including to zero) adjustment
to the proposed amount of incentive compensation award otherwise payable to the
participant in its discretion. Consistent with the 2006 MICP, under the terms of
the 2021 MICP, the Committee retains discretion in setting target levels for
participants, choosing and approving metrics, assigning weighting to the
metrics, and assessing performance. Likewise, similar to the 2006 MICP, under
the terms of the 2021 MICP, the CEO's bonus and the bonus of each of the other
NEOs cannot exceed 0.3% and 0.2%, respectively, of adjusted net cash flow from
operations for the plan year.
The foregoing description of the 2021 MICP is not intended to be complete and is
qualified in its entirety by reference to the complete text of the 2021 MICP, a
copy of which is attached as   Exhibit     10.1   to this Form 8-K and
incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.              Description
10.1                       Lockheed Martin Corporation 2021 Management

Incentive Compensation Plan.



104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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