Retirement Agreement – Executive Vice President, Aeronautics – Lockheed Martin Corp.

Lockheed Martin Corporation

6801 Rockledge Drive Bethesda, MD 20817

Telephone 301-897-6208 Facsimile 301-897-6758

E-mail: john.t.lucas@lmco.com

John T. Lucas

Senior Vice President, Human Resources

Retirement Transition Agreement

January 26, 2012

Ralph D. Heath

Lockheed Martin Corporation

Executive Vice President, Aeronautics

P. O. Box 748

Ft. Worth, Texas 76101

Dear Mr. Heath:

This letter agreement (“Agreement”) confirms our discussions concerning your
desire to retire, and the compensation and benefits you will receive in
retirement in recognition of your contributions to the Corporation and your
effective leadership of the Aeronautics Business Area.

1. Change in Position; Retirement. Effective April 1, 2012,
you will step down voluntarily as Executive Vice President, Aeronautics, but
will remain an elected Executive Vice President of the Corporation reporting to
Chris Kubasik, President and Chief Operating Officer. As an elected officer and
Executive Vice President, you will continue to be entitled to all the benefits
of an Executive Vice President, subject to the terms of this Agreement. During
the period from April 1, 2012 to April 30, 2012 you will assist in the orderly
transition of your responsibilities and knowledge to your successor as Executive
Vice President, Aeronautics and will perform such other duties as may be
assigned to you by the President and Chief Operating Officer or the Senior Vice
President, Human Resources. Your employment will terminate effective at the
close of business on April 30, 2012 and your retirement will be effective as of
May 1, 2012, provided that you accept the terms of this Agreement and do not
revoke your acceptance.

2. Benefits. In consideration of the Corporation entering
into this Agreement and the benefits provided herein, you will receive the
benefits set forth in this paragraph 2 (collectively, the “Benefits”).
Acceptance of the terms of this Agreement, which incorporates herein by
reference the release of claims attached as Addendum A (the “Second Release”),
must occur no later than February 16, 2012, twenty-one (21) days following your
receipt of this Agreement. Provided that you accept the terms of this Agreement,
do not revoke your acceptance as provided for in Paragraph 13 (c), this
Agreement shall be effective and you will be eligible to receive the Benefits
set forth in Paragraph 2(a), (b), (e), (f) and (g). Upon my

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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execution, return and non-revocation of the Second Release no earlier than
April 30, 2012, you will be eligible to receive the Benefits set forth in
Paragraph 2(c) and (d).

(a) Compensation. You will remain on the Corporation153s
payroll through April 30, 2012. During this period, you will continue to receive
base pay at your current rate of $760,000 annually, with payments to be made on
the Corporation153s regular pay days, less appropriate deductions for federal and
state withholdings, other applicable taxes, and any lawfully authorized or
required payroll deductions. On or around April 30, 2012, you will be issued a
final paycheck that will include payment for all accrued but unused vacation as
of April 30, 2012.

(b) Employee Benefit Plans. During the period set forth in
paragraph 2(a), you may continue to participate in those employee benefit plans
of the Corporation in which you currently participate, except that you will not
be eligible for additional equity incentive grants or long term incentive
performance awards under the Corporation153s long term incentive plans. Previous
awards of equity grants and long term incentive payments will vest in accordance
with the retirement provisions of the applicable plan. Except as provided for in
paragraph 2(c) and paragraph 2(d), your active employee benefits will cease on
April 30, 2012.

(c) Payment. Provided that you have signed the Second
Release, no later than June 1, 2012 you will receive a payment of $950,000, less
appropriate deductions for federal and state withholding, and other applicable
taxes.

(d) Consulting Agreement. As of May 1, 2012, the Corporation
will execute a consulting agreement for the period from May 1, 2012 : April 30,
2013 in a form substantially similar to that attached as Exhibit A to this
Agreement, at a rate of $5,000 per day, plus expenses, with the number of days
worked not to exceed 52.

(e) Nonqualified Deferred Compensation Payments. You will
receive a pay-out of your nonqualified deferred compensation in accordance with
your elections and the terms of the applicable plan documents. Any amounts due
in 2012 related to your separation from service with the Corporation will be
subject to a six-month delay until approximately November 1, 2012.

(f) Tax Assistance. The Corporation will provide tax
assistance if your 2010 tax return is selected for audit.

(g) Retirement and Post Employment Benefits. Following your
retirement, subject to the terms and conditions of the applicable benefit plans
and arrangements with the Corporation, you will be entitled to participate in
those post-employment health benefits that you are eligible to receive as of the
date of your retirement and will be entitled to any vested benefits you are
entitled to receive under the Corporation153s retirement plans or programs in
which you participate as of the date of your retirement.

3. Other Compensation and Benefits. Except for the payment
specified in paragraph 2(c), you agree that you will not be entitled to and will
not receive any severance or termination benefits in connection with your
termination of employment with the Corporation, including but not limited to
severance or termination benefits under the Corporation153s existing or any future
severance pay policies or plans.

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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4. Employee153s Acknowledgment. You hereby affirm that you
understand and acknowledge that a portion of the Benefits being provided to you
by the Corporation under this Agreement are beyond any that otherwise are or
would be owed to you by the Corporation, and that the Benefits are being
provided to you in consideration for your entering into this Agreement,
including but not limited to the Releases of Claims set forth in paragraph 9.

5. Nondisclosure. You acknowledge that during the course of
your employment with the Corporation you have acquired, and may have generated,
a substantial amount of information that the Corporation deems confidential
and/or proprietary to the Corporation and/or subject to attorney client
privilege. In addition, you have had access to certain third-party information
that has been provided to the Corporation on a confidential basis. You agree
that you may not use or disclose or allow the use or disclosure by others of any
Corporation confidential, proprietary or attorney client privileged information,
or any information of others provided to the Corporation on a confidential
basis, without the prior express written consent of the Corporation.

6. Disclosure of this Agreement. You understand and agree
that the Corporation is required to disclose the existence and terms of this
Agreement, and to file a copy of this Agreement with the Securities and Exchange
Commission as an exhibit to its periodic reports under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). You consent to any such disclosure
and filings deemed necessary or appropriate and made by the Corporation under
the Exchange Act and pursuant to any other laws or regulations.

7. Non-Disparagement. You agree that you will not make any
statements, whether verbal or written, that disparage or may reasonably be
interpreted to disparage the Corporation or its stockholders, directors,
officers, employees, agents, attorneys, representatives, technology or products
with respect to any matter whatsoever. The Corporation agrees not to make any
statements, whether verbal or written, that disparages or may reasonably be
interpreted to disparage you or your performance as an officer and employee of
the Corporation. You and the Corporation acknowledge and agree that neither this
provision nor any other provision of this Agreement affects your obligations or
the Corporation153s obligations to cooperate with any government investigation or
to respond truthfully to any lawful governmental inquiry or to give truthful
testimony in court.

8. Cooperation in Litigation and Investigations. You agree
and covenant that you will, to the extent reasonably requested by the
Corporation, cooperate with the Corporation in any pending or future litigation
or investigations in which the Corporation or any of its subsidiaries or
affiliates is a party and regarding which you, by virtue of your employment with
the Corporation or any of its subsidiaries or affiliates, have knowledge or
information relevant to the litigation or investigation. You further agree and
covenant that, in any such litigation or investigation, you will, without the
necessity of a subpoena, provide truthful testimony relevant to the litigation
or investigation in any jurisdiction in which the Corporation requests. The
Corporation will reimburse you for reasonable expenses incurred by you in
complying with this paragraph 8 to the extent such expenses are incurred on or
after April 30, 2012 provided that the Corporation has authorized the incurrence
of such expenses in advance.

9. Release. In consideration of the Benefits being provided
to you under this Agreement, which, absent this Agreement, a portion of which
you otherwise would not be entitled to receive, you, on behalf of yourself, your
heirs, estate, executors, administrators, representatives, successors and
assigns, and anyone claiming to be acting on your behalf or in your interest,
hereby irrevocably and unconditionally release, acquit and forever discharge the
Corporation, its affiliates, subsidiaries, benefit plans, related companies,
partnerships and joint

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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ventures, and their former, current and future officers, directors,
shareholders, partners, employees, fiduciaries, agents, attorneys, insurers and
representatives, whether acting in their individual or official capacities, and
all persons acting by, through, or in concert with any of them, and all their
predecessors, successors and assigns (all of which are hereinafter collectively
referred to as the “Released Parties”), from any and all claims, demands,
losses, liabilities, and causes of action or similar rights of any type arising
or accruing on or before the date this Agreement is executed (whether known or
unknown), as a result of or because of any act, omission, or failure to act by
the Released Parties, including but not limited to those arising out of or
relating in any way to your employment by, association with, or termination of
employment with the Corporation (hereinafter collectively referred to as
“Claims”). THIS IS A GENERAL RELEASE, subject only to the
specific exceptions set forth in subparagraphs 9(b), (c) and (d).

(a) These Claims include, but are not limited to, any claims for monetary
damages, wages, bonuses, commissions, unused sick pay, severance or similar
benefits, expenses, attorneys153 fees or other indemnities, or other personal
remedies or damages sought in any legal proceeding or charge filed with any
court arising under the Age Discrimination in Employment Act (“ADEA”), including
but not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as
it relates to the validity of this release under the ADEA as amended by the
OWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act, the Rehabilitation Act
of 1973, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Federal
Equal Pay Act, the Family and Medical Leave Act, the Immigration Reform and
Control Act, the Uniformed Services Employment and Reemployment Rights Act, the
Employee Retirement Income Security Act, the Workers Adjustment and Retraining
Notification Act, the Fair Labor Standards Act, the Texas
Commission on Human Rights Act or claims arising under the Civil Rights Division
of the Texas Workforce Commission, Texas law on communicable diseases, Texas
disability discrimination law, anti-discrimination provisions of the Texas
Workers Compensation Act, §451.001 of the Texas Labor Code, Texas wage payment
laws. The Claims released include, but are not limited to, claims arising under
any other federal, state, or local laws or regulations restricting an employer153s
right to terminate employees, or otherwise regulating employment, including but
not limited to any federal, state, or local law enforcing express or implied
employment contracts or covenants; any other federal, state or local laws
providing relief for alleged wage and hour violations; wrongful discharge;
breach of contract, including any and all tort claims, including but not limited
to, physical or personal injury in any way related to your employment or
termination of employment; emotional distress or stress claims in any way
related to your employment or termination of employment, intentional or
negligent infliction of emotional distress, fraud, negligent misrepresentation,
defamation, invasion of privacy, violation of public policy and similar or
related claims and any and all claims arising under common law. The claims
released include claims that in any way are brought by or on behalf of the
government, whether or not the government joins the action such as in the case
of a qui tam.

(b) Without limiting the generality of the foregoing, you agree not to file
any lawsuit seeking monetary damages for yourself and asserting any claims that
are lawfully released in paragraph 9(a). You further hereby irrevocably and
unconditionally waive any and all rights to recover any relief and damages
concerning the claims that are lawfully released in paragraph 9(a).

(c) Notwithstanding the foregoing, you are not releasing (1) your right to
enforce this Agreement; (2) any rights to benefits you may have under the
Corporation153s retirement plans or programs; (3) any claims arising under any
Federal or state securities laws that you

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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may have as a stockholder of the Corporation; (4) any claims for unemployment
compensation; (5) any claims under applicable workers153 compensation laws; (6)
any claims solely relating to the validity of this Release of Claims under the
ADEA, as amended, (7) any indemnification rights, under the same eligibility
rules, as afforded to all other current or former officers of the Corporation
pursuant to the Corporation153s bylaws and/or applicable state law; or (8) your
right to file a charge with the U.S. Equal Employment Opportunity Commission or
any similar state or local government agency.

(d) No Federal, state or local government agency is a party to this
Agreement, and none of the provisions of this Agreement restrict or in any way
affect a government agency153s authority to investigate or seek relief in
connection with any of the Claims. However, if a government agency were to
pursue any matters falling within the Claims, which it is free to do, you and
the Corporation agree that, as between you and the Corporation, this Agreement
will control as the exclusive remedy and full settlement of all such Claims by
you for money damages. The Agreement is a binding contract between two private
parties:you and the Corporation. Therefore, the Agreement affects the two
parties153 rights only, with no impact on any government agency.

(e) You hereby represent and warrant that you have not previously filed or
joined in any Claims released herein against any of the Released Parties or
assigned any Claims described in this Release to any third parties. You affirm
that you have been paid and/or have received all compensation, wages, penalties,
and/or benefits to which you are entitled and that no other compensation, wages,
penalties, and/or benefits are due, except as otherwise provided in this
Release. You affirm furthermore that you have no known injuries arising out of
or in the course of your employment with the Corporation, and you have been
provided and/or have not been denied leave requested under the Family and
Medical Leave Act or any equivalent state statute or local ordinance.

10. Corporation. For the purposes of this Agreement, the
term “Corporation” or “Lockheed Martin” includes the Corporation and its
affiliates as well as the predecessors and successors of the Corporation and
their affiliates.

11. Entire Agreement. The understandings set forth in this
Agreement represent the entire agreement between you and the Corporation with
respect to the matters contained herein. Neither you nor the Corporation has
relied upon any other agreements, understandings or representations. This
Agreement supersedes any prior agreements or representations between you and the
Corporation as to the subject matter contained herein. The Agreement may not be
altered or modified except by mutual agreement between you and the Corporation,
evidenced in writing and executed by both you and the Corporation and
specifically identified as an amendment to this Agreement. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of
Maryland, without giving effect to the conflict of law provisions thereof.

You represent and acknowledge that, other than as expressly set forth in this
Agreement, in executing this Agreement you are not relying upon any
representation or statement made by any officer, director, employee, agent or
other representative of the Corporation with regard to the subject matter, basis
or effect of this Agreement.

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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12. Review and Revocation Rights. By signing below, you
acknowledge that:

(a) You have been advised by the Corporation to consult with an attorney
prior to executing this Agreement. You have requested and received from the
Corporation any information that you need in order to make a knowing and
voluntary release of all Claims;

(b) You understand that you can take up to 21 days to consider this Release.
To the extent you have signed this Release prior to the expiration of the 21
days, you hereby waive your right to the balance of such period of consideration
and acknowledge and represent that your waiver of such period is knowing and
voluntary and has not been induced by the Corporation; and

(c) You understand that you have seven days following signing of this
Agreement to revoke it, and that the Agreement will not become effective until
the seven-day revocation period has expired without your revocation of this
Agreement. You further understand and acknowledge that to be effective, any
revocation must be in writing and either personally delivered to the
Corporation, care of John T. Lucas, Senior Vice President, Human Resources or
sent by certified mail, return receipt requested to Mr. John T. Lucas at 6801
Rockledge Drive, Bethesda, Maryland 20817, by 5:00 p.m., Bethesda, Maryland
time, on or before the seventh calendar day after you sign this Agreement.

By signing below, you acknowledge that you have read the terms of this
Agreement, fully understand the terms and their effect, are voluntarily agreeing
to those terms of your own free will, and intend to be legally bound. Please
return this Agreement to me by no later than February 16, 2012.

Sincerely,

/s/ John T. Lucas

John T. Lucas

THIS AGREEMENT CONTAINS A GENERAL RELEASE OF CLAIMS, PLEASE READ
CAREFULLY BEFORE SIGNING.

Agreed to:


/s/ Ralph D. Heath
Name: Ralph D. Heath				Date: January 26, 2012

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January 26, 2012

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ADDENDUM

Second Release of Claims

In consideration of the payments and other benefits being provided to you
under the terms of the January26, 2012 Agreement between Lockheed Martin
Corporation (“Corporation”) and Ralph Heath, concerning the separation of your
employment from the Corporation (the “Agreement”), which, absent the Agreement,
you otherwise would not be entitled to receive, on behalf of your heirs, estate,
executors, administrators, representatives, successors and assigns, and anyone
claiming to be acting on your behalf or in my interest, hereby irrevocably and
unconditionally release, acquit and forever discharge the Corporation, its
affiliates, subsidiaries, benefit plans, related companies, partnerships and
joint ventures, and their former, current and future officers, directors,
shareholders, partners, employees, fiduciaries, agents, attorneys, insurers and
representatives, whether acting in their individual or official capacities, and
all persons acting by, through, or in concert with any of them, and all their
predecessors, successors and assigns (all of which are hereinafter collectively
referred to as the “Released Parties”), from any and all claims, demands,
losses, liabilities, and causes of action or similar rights of any type arising
or accruing on or before the date this Second Release of Claims executed
(whether known or unknown), as a result of or because of any act, omission, or
failure to act by the Released Parties, including but not limited to, those
arising out of or relating in any way to your employment by, association with,
or separation of employment from the Corporation (hereinafter collectively
referred to as “Claims”). THIS IS A GENERAL RELEASE, subject
only to the specific exceptions set forth in subparagraphs (b), (c) and (d)
below.

(a) These Claims include, but are not limited to, any claims for monetary
damages, wages, bonuses, commissions, unused sick pay, severance or similar
benefits, expenses, attorneys153 fees or other indemnities, or other personal
remedies or damages sought in any legal proceeding or charge filed with any
court arising under the Age Discrimination in Employment Act (“ADEA”), including
but not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as
it relates to the validity of this release under the ADEA as amended by the
OWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Amendments Act, the
Rehabilitation Act of 1973, the Civil Rights Act of 1866, the Civil Rights Act
of 1991, the Federal Equal Pay Act, the Family and Medical Leave Act, the
Immigration Reform and Control Act, the Employee Retirement Income Security Act,
the Workers Adjustment and Retraining Notification Act, the Texas Commission on
Human Rights Act or claims arising under the Civil Rights Division of the Texas
Workforce Commission, Texas law on communicable diseases, Texas disability
discrimination law, anti-discrimination provisions of the Texas Workers
Compensation Act, §451.001 of the Texas Labor Code, Texas wage payment laws. The
Claims released include, but are not limited to, claims arising under any other
federal, state, or local laws or regulations restricting an employer153s right to
terminate employees, or otherwise regulating employment, including but not
limited to any federal, state, or local law enforcing express or implied
employment contracts or covenants; any other federal, state or local laws
providing relief for alleged wrongful discharge; breach of contract, including
any and all tort claims, including but not limited to, physical or personal
injury in any way related to my employment or separation from employment;
emotional distress or stress claims in any way related to my employment or
separation from employment, intentional or negligent infliction of emotional
distress, fraud, negligent misrepresentation, defamation, invasion of privacy,
violation of public policy and similar or related claims and any and all claims
arising under common law. The claims released also include claims that in any
way are brought by or on behalf of the government, whether or not the government
joins the action such as in the case of a qui tarn proceeding filed
under the civil False Claims Act.

(b) Without limiting the generality of the foregoing, you agree not to file
any lawsuit seeking monetary damages for yourself and asserting any claims that
are lawfully released in this Second Release of Claims. You further hereby
irrevocably and unconditionally

Ralph D. Heath – Retirement Transition Agreement

January 26, 2012

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waive any and all rights to recover any relief and damages concerning the
claims that are lawfully released in this Second Release of Claims.

(c) Notwithstanding the foregoing, you are not releasing: (1) your right to
enforce this Agreement; (2) any rights to benefits you may have under the
Corporation153s retirement plans, LTIP and deferred compensation plans; (3) any
claims arising under any Federal or state securities laws that you may have as a
stockholder of the Corporation; (4) any claims for unemployment compensation;
(5) any claims for workers compensation benefits under Texas state law; (6) any
claims solely relating to the validity of this Release of Claims under the ADEA,
as amended, (7) any indemnification rights, under the same eligibility rules, as
afforded to all other current or former officers of the Corporation pursuant to
the Corporation153s bylaws and/or applicable state law; or (8) my right to file a
charge with the U.S. Equal Employment Opportunity Commission or any similar
state or local government agency.

(d) No Federal, state or local government agency is a party to the Agreement
or this Second Release of Claims, and none of the provisions of the Agreement or
this Second Release of Claims restricts or in any way affects a government
agency153s authority to investigate or seek relief in connection with any of the
Claims. However, if a government agency were to pursue any matters falling
within the Claims, which it is free to do, the Corporation and you agree that,
as between the Corporation and you, the Agreement and this Second Release of
Claims will control as the exclusive remedy and full settlement of all such
Claims by me for money damages. The Agreement and this Second Release of Claims
are binding agreements between two private parties:you and the Corporation.
Therefore, the Agreement and this Second Release of Claims affect the two
parties153 rights only, with no impact on any government agency.

(e) You hereby represent and warrant that you have not previously filed or
joined in any Claims released herein against any of the Released Parties or
assigned any Claims described in this Second Release of Claims to any third
parties. You affirm that you have been paid and/or have received all
compensation, wages, and/or benefits to which you are entitled and that no other
compensation, wages, and/or benefits are due me, except as provided in the
January 26, 2012 agreement. You further affirm that you have no known injuries
arising out of or in the course of my employment with the Corporation, and that
I have been provided and/or have not been denied leave requested under the
Family and Medical Leave Act or any equivalent state statute or local ordinance.

THIS AGREEMENT CONTAINS A GENERAL RELEASE OF CLAIMS, PLEASE READ
CAREFULLY BEFORE SIGNING.

Accepted and agreed to as of this day of 2012.

Ralph Heath

Exhibit A to Retirement Transition Agreement

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement is made and entered into effective as of
May 1, 2012 by and between the Lockheed Martin Corporation (hereinafter
“Corporation”) and Ralph Heath (hereinafter “Consultant”).

WITNESSED:

That in consideration of the promises and mutual obligations hereinafter set
forth, the parties hereto agree as follows:

1.	SERVICES BY CONSULTANT

For the term of this Agreement, the CONSULTANT will provide consulting
services and advice to the Corporation (the “Services”) as follows:

In order to facilitate an orderly transition of management within the
Corporation153s Aeronautics business area, CONSULTANT shall provide historical
background information, factual and management assistance, guidance, and counsel
to the Executive Vice President, Aeronautics (the “Services”),.

These Services will be provided on an “as needed”, “on call” basis;
provided that, the Corporation must give the CONSULTANT reasonable
advance notice as to when the CONSULTANT153s services will be required. The
Corporation will provide the CONSULTANT with proper credentials (badges, passes,
etc.) to perform any assignment.

CONSULTANT153S primary billing contact shall be John Lucas, SVP, Human
Resources, referred to hereinafter as the Agreement Monitor.

TERM

The term of this Agreement shall commence May 1, 2012 and shall end April 30,
2013 unless terminated earlier in accordance with Section 11 below. This
Agreement will not be renewed by its own terms. This Agreement may be extended
beyond April 30, 2013 by mutual agreement of the parties.

3.	COMPENSATION FOR SERVICES

The Corporation agrees to pay the CONSULTANT, as compensation for the
Services, a retainer of $5,000 per day for Services rendered pursuant to this
Agreement. CONSULTANT shall not provide more than 52 days of Services during the
12-month term of this Agreement. For the purposes of this Agreement, one (1) day
of Services shall equal eight (8) hours of work. CONSULTANT acknowledges that
exceeding these limitations on the number of days worked may result in
CONSULTANT being deemed not to have separated from service or retired from LMC.
If this occurs, it may trigger early inclusion in income of all amounts deferred
by CONSULTANT under LMC153s nonqualified deferred compensation plans as well as a
twenty percent (20%) penalty tax and an interest rate based tax on these amounts
in addition to those taxes that would ordinarily be due on the receipt of such
amounts. CONSULTANT acknowledges that all such additional taxes will be the sole
responsibility of CONSULTANT and LMC will have no obligation to pay such taxes
or reimburse CONSULTANT for such taxes.

Corporation shall reimburse CONSULTANT for reasonable and actual expenses of
travel required to provide the services hereunder where such expenses
are incurred by the CONSULTANT following prior approval of the Agreement Monitor
of the trip in question.

Because the CONSULTANT is not an employee of Corporation, Corporation will
not withhold or deduct from the compensation due to the CONSULTANT any amounts
for federal, state and local taxes, the payment of which is the sole
responsibility of the CONSULTANT. At the end of each calendar year, Corporation
will issue to the CONSULTANT a Form 1099 with respect to the compensation paid
under this Agreement. CONSULTANT acknowledges that the payments under this
Agreement and any taxable benefits made available under this Agreement will be
taxable as income to him and will be reported as such by Corporation to the IRS.

4.	PAYMENT AND INVOICE

CONSULTANT must submit monthly invoices describing in reasonable detail the
services performed, the number of hours during which services were performed,
and any related expenses incurred. Subject to the limitations set forth in this
Agreement, Corporation shall reimburse CONSULTANT for reasonable expenses
incurred and approved under Section 3.B or C of this Agreement within thirty
(30) days following receipt and approval of an invoice that complies with the
requirements of this Agreement. CONSULTANT must submit all invoices pertaining
to expenses incurred during a calendar year prior to February 5 of the following
year.

CONSULTANT must attach to invoices submitted to Corporation for payment all
receipts and explanations for any expenditures in excess of $75.00. If original
receipts are not furnished, the reimbursement made to the CONSULTANT may be
subject to federal, state and local taxes for reimbursement of the expenditures.

With each invoice, CONSULTANT must submit an Activity Report, in a format
which provides an itemized account of the services rendered, date of service and
if business travel was incurred in rendering the services, the geographic
location.

Corporation will pay CONSULTANT on a monthly basis after the end of each
month during the term of this Agreement for services rendered at the hourly rate
specified in Section 3.A.

Each invoice submitted must also contain the following Statement: “Submission
of this invoice certifies compliance with the terms and conditions of my
Professional Services Agreement under which this invoice is submitted and
certifies compliance with all laws, regulations and Lockheed Martin policies and
procedures and standards of conduct referenced therein.”

Invoices and required supporting documentation must be submitted to:

Lockheed Martin Corporation

John Lucas

6801 Rockledge Drive

Bethesda, MD 20817

Invoices not in compliance with the requirements of this Agreement will be
returned to the CONSULTANT for correction and resubmission.

Notwithstanding to the contrary, all amounts owed to CONSULTANT, whether as
compensation for Services or reimbursement of expenses shall be paid no later
than March 15 of the year following the year in which the Services were
performed (in the case of compensation for services) or the year in which the
expense was incurred (for reimbursement of expenses). Requests for reimbursement
of expenses after this date shall not be subject to reimbursement.

5.	INDEPENDENT CONTRACTOR RELATIONSHIP

Neither this Agreement nor CONSULTANT153s performance hereunder constitutes or
creates an employee/employer relationship. The Parties understand and agree that
CONSULTANT is not an employee of the Corporation. CONSULTANT will render
Services hereunder as an independent contractor and not as an employee, agent,
partner, or joint venturer of the Corporation or any of its affiliates or
related entities. This Agreement does not require CONSULTANT153s services on a
full-

time basis. CONSULTANT is not eligible for any benefits applicable to active
employees of the Corporation. CONSULTANT is and must act solely as an
independent contractor and not as an employee or agent of the Corporation.
CONSULTANT153s authority is limited to providing the consulting Services described
above and CONSULTANT has no authority, nor may he make any attempt, without the
express written consent of the Agreement Monitor, to incur any obligation or
liability, or make any commitments on behalf of the Corporation.

CONSULTANT is an independent contractor under this Agreement and no provision
of, or action taken under, this Agreement will entitle CONSULTANT to any rights
under any of the Corporation153s compensation, employee benefit and welfare plans,
programs, or practices. Neither will any provision of, or action taken under,
this Agreement affect in any way the CONSULTANT153s rights or obligations under
any of the Corporation153s compensation, employee benefit and welfare plans,
programs, or practices as these exist by virtue of his preretirement service as
an employee of the Corporation. CONSULTANT and the Corporation agree that
CONSULTANT will render Services according to the CONSULTANT153s own methods and is
subject to the Corporation153s control only with regard to the CONSULTANT153s final
product or result. The Corporation will not exercise direct control or
supervision over the means CONSULTANT uses to provide Services pursuant to this
Agreement.

6.	CONFLICT OF INTEREST

CONSULTANT shall not engage in any activity which presents a conflict of
interest in the line of his relationship with Corporation.

CONSULTANT hereby acknowledges receipt of a copy of the Corporation
Code of Ethics and Business Conduct and, by executing
this Agreement, CONSULTANT agrees that CONSULTANT will strictly comply with the
provisions of the Code in the performance of the Services hereunder.

7.	NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION

CONSULTANT agrees not to disclose to others, either during or subsequent to
the term of this Agreement, any Corporation information, knowledge, or data
which CONSULTANT may receive, or have access to, or which may otherwise be
disclosed to CONSULTANT, proprietary or confidential information as further
defined herein. “Proprietary or Confidential Information” as used herein means
any information of Corporation or of others which has come into Corporation153s or
CONSULTANT153S possession, custody or knowledge in the course of performing
services under this Agreement that has independent economic value as a result of
its not being generally known to the public and is the subject of reasonable
means to preserve the confidentiality of the information. Proprietary or
Confidential Information includes (without limitation) information, whether
written or otherwise, regarding Corporation153s personnel, proceedings of the
Board of Directors or its committees, earnings, expenses, marketing information,
cost estimates, forecasts, bid and proposal data, financial data, trade secrets,
products, procedures, inventions, systems or designs, manufacturing or research
processes, material sources, equipment sources, customers and prospective
customers, business plans, strategies, buying practices and procedures,
prospective and executed contracts and other business arrangements or business
prospects, except to the extent such information become readily available to the
general public lawfully and without breach of a confidential, contractual, or
fiduciary duty. CONSULTANT acknowledges and agrees that he has a continuing
obligation to not use or disclose Proprietary or Confidential Information.

CONSULTANT agrees that Proprietary or Confidential Information shall be used
solely for the purpose of performing the Services required under this Agreement,
and further agrees that except as may strictly be required by CONSULTANT153S
obligations under this Agreement, CONSULTANT shall not reproduce, nor allow any
third party to use or reproduce, any Proprietary of Confidential Information or
any documents or other material containing Proprietary or Confidential
information.

All materials to which CONSULTANT had access, or which were furnished or
otherwise made available to CONSULTANT in connection with the Services performed
hereunder, shall be and remain the property of Corporation. Upon expiration or
termination of this agreement, or upon

request of Corporation, CONSULTANT shall return to Corporation all such
materials, documents and information, including any Proprietary or Confidential
Information and all reproductions thereof, then in CONSULTANT153S possession or
control, and CONSULTANT in connection with this Agreement in accordance with
specific instructions issued by Corporation to CONSULTANT, shall comply with any
instructions within five (5) days of receipt thereof.

8.	COOPERATION IN LITIGATION AND INVESTIGATIONS

During the term of this Agreement and thereafter, CONSULTANT agrees to the
extent reasonably requested, to cooperate with 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 CONSULTANT153s prior employment with the Corporation or services
under this Agreement, CONSULTANT reasonably could be expected to have knowledge
or information relevant to the litigation or investigation. CONSULTANT153s efforts
and time spent in satisfaction of CONSULTANT153s obligation to cooperate will be
without charge to Corporation and will not be considered time worked under this
Agreement, except that Corporation will reimburse CONSULTANT153s for
any-out-of-pocket expenses incurred in connection with cooperating with
Corporation in any litigation or investigation in accordance with Sections 3 and
4 above. Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall affect CONSULTANT153s obligation to cooperate with any
governmental inquiry or investigation or to give truthful testimony in court.

LIABILITY

Corporation shall not be liable to CONSULTANT for any loss, injury, damage,
expense or any liability whatsoever arising out of, or in connection with, the
performance of the services required by this Agreement.

Each party shall be responsible to the other for any costs or expenses
including attorney153s fees, all expenses of litigation and/or settlement, and
court costs, arising from the default of such party, its officers, employees,
agents, suppliers, or subConsultants at any tier, in the performance of any of
its obligations under this Agreement.

10.	GOVERNING LAW

This Agreement shall be governed by, subject to, and construed according to
the laws of the State of Maryland excluding its choice of law rules. CONSULTANT
shall comply with all applicable Federal, state and local laws, orders and
regulations, as well as with all Corporation policies, operating instructions,
rules and regulations applicable to the performance of this Agreement.

11.	DEFAULT AND CONTRACT TERMINATION

DEFAULT. If CONSULTANT fails to comply with any of the terms of this
Agreement, fails to make progress as to endanger performance of this Agreement,
or fails to provide adequate assurance of future performance Corporation, by
written notice, may terminate this Agreement for default, in whole or in part.
CONSULTANT shall have ten (10) days (or such longer period as Corporation may
authorize in writing) to cure any such failure after receipt of notice from
Corporation. Corporation shall not be liable for any Services not accepted;
however, Corporation may require CONSULTANT to deliver to Corporation any
supplies and materials, manufacturing materials, and manufacturing drawings that
CONSULTANT has specifically produced or acquired for the terminated portion of
this Agreement. Corporation and CONSULTANT shall agree on the amount of payment
for these other deliverables. CONSULTANT shall continue all Services not
terminated.

CONTRACT TERMINATION

Corporation may unilaterally terminate this Agreement, in whole or in part,
upon 30 days written notice to CONSULTANT for any reason.

ii)

CONSULTANT may terminate this Agreement upon 30 days written notice to
Corporation; provided that, if CONSULTANT terminates this Agreement in order to
accept other consulting or employment engagements, he must comply with the
non-competition obligations as set forth in other agreements with Corporation.

iii)

This Agreement shall terminate immediately and all payments due shall be
forfeited if, in rendering Services hereunder, improper payments are made,
unlawful conduct is engaged in, or any part of the fee or expenses payable under
this Agreement is used for an illegal purpose.

iv)

In the event this Agreement is terminated under any provision herein (other
than under Section 11.A or 11.B.iii), CONSULTANT shall not be required to repay
any of the consideration already paid under the Agreement to date.

12.	SEVERABILITY

If any provision of this Agreement shall be held illegal or unenforceable,
the remainder of the Agreement or the application of any other provisions to the
parties shall not be affected thereby.

13.	ACCESS TO CLASSIFIED INFORMATION

If clearance is required, business area HR should consult LMS-001 and
complete the LMS-F17 form, if applicable, in addition to this agreement. If
access to classified information in the performance of this Agreement is
required, CONSULTANT shall furnish the Corporation Security Department with all
data required to obtain or verify a personal security clearance with access to
such Classified Information. CONSULTANT agrees to comply with the terms of
LMSecurity Procedures LMS-001. Under no circumstances shall CONSULTANT perform
service(s) involving access to classified information until CONSULTANT153S
security clearance has been obtained or verified by Corporation.

14.	ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS

This Agreement integrates, merges, and supersedes any prior offers,
negotiations, and agreements concerning the subject matter hereof and
constitutes the entire agreement between the Parties.

CONSULTANT153S acknowledgment, acceptance of payment, or commencement of
performance, shall constitute CONSULTANT153S unqualified acceptance of this
Agreement.

Additional or differing terms or conditions proposed by CONSULTANT or
included in CONSULTANT153S acknowledgement hereof are hereby objected to by
Corporation and have no affect unless accepted in writing by Corporation.

15.	ASSIGNMENT

Any assignment of CONSULTANT153S contract rights or delegation of duties shall
be void, unless prior written consent is given by Corporation.

16.	CONTRACT AMENDMENT AND NOTICES

Only the Corporation153s Senior Vice President, Human Resources or his designee
has authority to make changes in or amendments to this Agreement. Such changes
or amendments must be in writing.

All notices by Corporation or CONSULTANT shall be given in writing by mail or
fax, if applicable, to the following locations:


CONSULTANT:		Ralph D. Heath, 455 Wood Lake Road, Aledo, TX 76008-4634

COMPANY:		John Lucas, 6801 Rockledge Drive, Bethesda, MD, 20817 Telephone: 301-897- 6208; Fax 301-897-6758

17.

DISPUTES

All disputes under this Agreement which are not disposed of by mutual
agreement may be decided by recourse to an action at law or in equity. Until
final resolution of any dispute hereunder, CONSULTANT shall diligently proceed
with the performance of this Agreement as directed by Corporation.

18.	GRATUITIES/KICKBACKS

No gratuities (in the form of entertainment, gifts or otherwise) or kickbacks
shall be offered or given by CONSULTANT, to any employee of Corporation with a
view toward securing favorable treatment as a supplier.

19.	INTELLECTUAL PROPERTY

CONSULTANT agrees that Corporation shall be the owner of all inventions,
technology, designs, works of authorship, mask works, technical information,
computer software, business information and other information conceived,
developed or otherwise generated in the performance of this Agreement by or on
behalf of CONSULTANT. CONSULTANT hereby assigns and agrees to assign all right,
title and interest in the foregoing to Corporation, including without limitation
all copyrights, patent rights and other intellectual property rights therein and
further agrees to execute, at Corporation153s request and expense, all
documentation necessary to perfect title therein in Corporation. CONSULTANT
agrees that it will maintain and disclose to Corporation written records of, and
otherwise provide Corporation with full access to, the subject matter covered by
this Agreement and that all such subject matter will be deemed Proprietary or
Confidential Information of Corporation and subject to the protection provisions
of the paragraph 7 of this Agreement. CONSULTANT agrees to assist Corporation,
at Corporation153s request and expense, in every reasonable way, in obtaining,
maintaining, and enforcing patent and other intellectual property protection on
the subject matter covered by this Clause.

CONSULTANT warrants that the Services performed and delivered under this
Agreement will not infringe or otherwise violate the intellectual property
rights of any third party in the United States or any foreign country.
CONSULTANT agrees to defend, indemnity and hold harmless Corporation and its
customers from and against any claims, damages, losses costs an expenses,
including reasonable attorney153s fees, arising out of any action by a third party
that is based upon a claim that the Services performed or delivered under this
Agreement infringes or otherwise violates the intellectual property rights of
any person or entity.

20.	RELEASE OF INFORMATION

Except as required by law, no public release of any information, or
confirmation or denial of same, with respect to this Agreement or the subject
matter hereof, will be made by CONSULTANT without the prior written approval of
Corporation.

21.	TIMELY PERFORMANCE

CONSULTANT153S timely performance is a critical element of this Agreement.

If CONSULTANT becomes aware of difficulty in performing the Services,
CONSULTANT shall timely notify Corporation, in writing, giving pertinent
details. This notification shall not change any delivery schedule.

22.	WAIVER, APPROVAL, AND REMEDIES

Failure by Corporation to enforce any of the provision(s) of this Agreement
shall not be construed as a waiver of the requirement(s) of such provision(s),
or as a waiver of the right of Corporation thereafter to enforce each and every
such provision(s).

Corporation153s approval of documents shall not relieve CONSULTANT from
complying with any requirements of this Agreement.

The rights and remedies of Corporation in this Agreement are cumulative and
in addition to any other rights and remedies provided by law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.


LOCKHEED MARTIN CORPORATION				CONSULTANT

/s/ John T. Lucas				/s/ Ralph D. Heath
Signature				Signature

1/26/12				1/26/12
Date				Date

Receipt and Acknowledgment

I acknowledge that I have received my personal copy of Setting the
Standard, the Lockheed Martin Code of Ethics and Business Conduct. I
understand that each Lockheed Martin employee, agent, consultant, or
representative is responsible for knowing and adhering to the principles and
standards of the Code.

Signature /s/ Ralph D. Heath

Printed Name Ralph D. Heath

Date 1/26/12

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