Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2021, Lockheed Martin Corporation ("Lockheed Martin" or the
"Corporation") announced that Marillyn A. Hewson, Lockheed Martin's current
Executive Chairman, has informed the Board of Directors of her intention to not
stand for re-election and to retire as Executive Chairman and as a member of the
Board on March 1, 2021. Ms. Hewson has agreed to remain an employee of the
Corporation in a non-executive officer capacity in the position of Strategic
Advisor to the Chief Executive Officer through February 28, 2022. On January 28,
2021, the Board elected President and Chief Executive Officer, James D. Taiclet,
to serve as Chairman, President and Chief Executive Officer, effective March 1,
2021.
Following the recommendation of the Management Development and Compensation
Committee ("Compensation Committee"), on January 28, 2021, the Board approved
the following compensation for Ms. Hewson for her service as Strategic Advisor
to the Chief Executive Officer, effective March 1, 2021:
•Annual base salary of $900,000;
•Ms. Hewson will not be eligible for an annual incentive for 2021 performance
and will not receive any equity or long-term incentive performance awards in
2021. While she remains an employee, she will continue to vest in outstanding
long-term incentive awards in accordance with their existing terms;
•Continued participation as an employee in the savings, health, disability and
life insurance benefit plans and programs in which she is currently a
participant; and
•Eligible for an annual executive physical, home office support, professional
memberships, continued use of corporate aircraft and continued security based on
assessed risk to Ms. Hewson, while she remains an employee of the Corporation.
Consistent with current practice, to the extent that such personal security is
taxable, the Corporation will provide a tax gross-up sufficient to make Ms.
Hewson whole.
The foregoing summary is qualified in its entirety by reference to the terms and
conditions of the Transition Agreement dated as of January 28, 2021 between
Lockheed Martin and Ms. Hewson, a copy of which is filed as   Exhibit 10.1

to


this Current Report on Form 8-K and which is incorporated herein by reference.
A copy of the press release announcing these actions is filed as   Exhibit
99.1   to this Current Report on Form 8-K.
Also on January 28, 2021, the Board elected Mr. Gregory M. Ulmer, age 56, as
Executive Vice President, Aeronautics, effective February 1, 2021. Mr. Ulmer has
served as Acting Executive Vice President, Aeronautics since December 1, 2020
and as Vice President and General Manager, F-35 Lightning II Program since March
2018. Prior to that he served as Vice President, F-35 Aircraft Production
business unit from March 2016 to March 2018. He previously served as Vice
President of Operations for Advanced Development Programs, also known as Skunk
Works®, from January 2014 to March 2016.
Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits
Exhibit No.              Description
10.1                       Transition Agreement dated January 28, 2021

between Marillyn A. Hewson and

Lockheed Martin Corporation  .

99.1                       Press Release of Lockheed Martin Corporation dated January 2    9    ,
                         2021  .

104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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