Directors Equity Plan [Amended 2002] (2002)Full Document 

Start of Preview
                              DIRECTORS EQUITY PLAN
                      As Amended Effective January 1, 2002




                                TABLE OF CONTENTS

                                    ARTICLE I
                      TITLE, PURPOSE AND AUTHORIZED SHARES

                                   ARTICLE II
                                   DEFINITIONS


                                   ARTICLE III
                                  PARTICIPATION


                                                                                              

   3.1.  Award................................................................................... 3
   3.2.  Election................................................................................ 4

                                   ARTICLE IV
                                   STOCK UNITS

   4.1.  Stock Unit Account...................................................................... 5
   4.2.  Dividend Equivalents; Dividend Equivalent Stock Account................................. 5
   4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock Account..................... 5
   4.4.  Distribution of Benefits................................................................ 5
   4.5.  Limitations on Rights Associated with Units............................................. 6

                                    ARTICLE V
                                  STOCK OPTIONS

   5.1.  Exercise Price.......................................................................... 6
   5.2.  Non-transferability of Options.......................................................... 6
   5.3.  Vesting; Term of Options................................................................ 6
   5.4.  Payment of Exercise Price............................................................... 6
   5.5.  Rights as Stockholder................................................................... 7


                                   ARTICLE VI
                                 ADMINISTRATION

   6.1.  Administration.......................................................................... 7
   6.2.  Decisions Final; Delegation; Reliance; and Limitation on Liability...................... 7



                                       i




                           LOCKHEED MARTIN CORPORATION

                              DIRECTORS EQUITY PLAN

                                   May 1, 1999
                             As Amended May 1, 2000
                      As Amended Effective January 1, 2002

                                    ARTICLE I
                      TITLE, PURPOSE AND AUTHORIZED SHARES

     This Plan shall be known as "Lockheed Martin Corporation Directors Equity
Plan" and shall become effective on May 1, 1999. The purpose of this Plan is to
attract, motivate and retain experienced and knowledgeable directors for the
Corporation and to further align their economic interests with the interests of
stockholders generally. The total number of shares of Common Stock that may be
delivered pursuant to awards under this Plan is 1,000,000, subject to
adjustments contemplated by Section 7.1. Shares of Common Stock subject to an
Option terminating or expiring for any reason prior to its exercise, and Units
and Dividend Equivalents that are forfeited pursuant to the Plan, shall be
available for Awards to be granted during the term of the Plan.

                                   ARTICLE II
                                   DEFINITIONS

     The following terms shall have the meaning specified below unless the
context clearly indicates otherwise:

          Accounts means a Director's Stock Unit Account and Dividend Equivalent
     Stock Account.

          Award means an award granted pursuant to Section 3.1.

          Award Date means May 1 of each year, commencing in 1999, 2000 or 2001
     (or if May 1 falls on a weekend or holiday, the next following business
     day) and January 15 of each year, commencing in 2002 and years thereafter
     (or if January 15 falls on a weekend or holiday, the next following
     business day).

          Beneficiary shall have the meaning specified in Section 8.2(b).

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

          Change in Control means:

               1) A tender offer or exchange offer is consummated for the
          ownership of securities of the Corporation representing 25% or more of
          the combined voting power of the Corporation's then outstanding voting
          securities entitled to vote in the election of directors of the
          Corporation.

               2) The Corporation is merged, combined, consolidated,
          recapitalized or otherwise reorganized with one or more other entities
          that are not Subsidiaries and, as a result of the merger, combination,
          consolidation, recapitalization or other reorganization, less than 75%
          of the outstanding voting securities of the surviving or resulting
          corporation shall immediately after the event be owned in the
          aggregate by the stockholders of the Corporation (directly or
          indirectly), determined on the basis of record ownership as of the
          date of determination of holders entitled to vote on the action (or in

End of Preview