{"id":40387,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-agreement-executive-vice-president-aeronautics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-agreement-executive-vice-president-aeronautics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-agreement-executive-vice-president-aeronautics.html","title":{"rendered":"Retirement Agreement – Executive Vice President, Aeronautics – Lockheed Martin Corp."},"content":{"rendered":"Lockheed Martin Corporation<\/p>\n
6801 Rockledge Drive Bethesda, MD 20817<\/p>\n
Telephone 301-897-6208 Facsimile 301-897-6758<\/p>\n
E-mail: john.t.lucas@lmco.com<\/p>\n<\/p>\n
\n
John T. Lucas<\/p>\n
Senior Vice President, Human Resources<\/p>\n
Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Ralph D. Heath<\/p>\n
Lockheed Martin Corporation<\/p>\n
Executive Vice President, Aeronautics<\/p>\n
P. O. Box 748<\/p>\n
Ft. Worth, Texas 76101<\/p>\n
Dear Mr. Heath:<\/p>\n
This letter agreement (“Agreement”) confirms our discussions concerning your
\ndesire to retire, and the compensation and benefits you will receive in
\nretirement in recognition of your contributions to the Corporation and your
\neffective leadership of the Aeronautics Business Area.<\/p>\n
1. Change in Position; Retirement.<\/strong> Effective April 1, 2012,
\nyou will step down voluntarily as Executive Vice President, Aeronautics, but
\nwill remain an elected Executive Vice President of the Corporation reporting to
\nChris Kubasik, President and Chief Operating Officer. As an elected officer and
\nExecutive Vice President, you will continue to be entitled to all the benefits
\nof an Executive Vice President, subject to the terms of this Agreement. During
\nthe period from April 1, 2012 to April 30, 2012 you will assist in the orderly
\ntransition of your responsibilities and knowledge to your successor as Executive
\nVice President, Aeronautics and will perform such other duties as may be
\nassigned to you by the President and Chief Operating Officer or the Senior Vice
\nPresident, Human Resources. Your employment will terminate effective at the
\nclose of business on April 30, 2012 and your retirement will be effective as of
\nMay 1, 2012, provided that you accept the terms of this Agreement and do not
\nrevoke your acceptance.<\/p>\n2. Benefits. <\/strong>In consideration of the Corporation entering
\ninto this Agreement and the benefits provided herein, you will receive the
\nbenefits set forth in this paragraph 2 (collectively, the “Benefits”).
\nAcceptance of the terms of this Agreement, which incorporates herein by
\nreference the release of claims attached as Addendum A (the “Second Release”),
\nmust occur no later than February 16, 2012, twenty-one (21) days following your
\nreceipt of this Agreement. Provided that you accept the terms of this Agreement,
\ndo not revoke your acceptance as provided for in Paragraph 13 (c), this
\nAgreement shall be effective and you will be eligible to receive the Benefits
\nset forth in Paragraph 2(a), (b), (e), (f) and (g). Upon my<\/p>\n<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Page 2 of 8<\/p>\n
execution, return and non-revocation of the Second Release no earlier than
\nApril 30, 2012, you will be eligible to receive the Benefits set forth in
\nParagraph 2(c) and (d).<\/p>\n
(a) Compensation.<\/strong> You will remain on the Corporation153s
\npayroll through April 30, 2012. During this period, you will continue to receive
\nbase pay at your current rate of $760,000 annually, with payments to be made on
\nthe Corporation153s regular pay days, less appropriate deductions for federal and
\nstate withholdings, other applicable taxes, and any lawfully authorized or
\nrequired payroll deductions. On or around April 30, 2012, you will be issued a
\nfinal paycheck that will include payment for all accrued but unused vacation as
\nof April 30, 2012.<\/p>\n(b) Employee Benefit Plans.<\/strong> During the period set forth in
\nparagraph 2(a), you may continue to participate in those employee benefit plans
\nof the Corporation in which you currently participate, except that you will not
\nbe eligible for additional equity incentive grants or long term incentive
\nperformance awards under the Corporation153s long term incentive plans. Previous
\nawards of equity grants and long term incentive payments will vest in accordance
\nwith the retirement provisions of the applicable plan. Except as provided for in
\nparagraph 2(c) and paragraph 2(d), your active employee benefits will cease on
\nApril 30, 2012.<\/p>\n(c) Payment. <\/strong>Provided that you have signed the Second
\nRelease, no later than June 1, 2012 you will receive a payment of $950,000, less
\nappropriate deductions for federal and state withholding, and other applicable
\ntaxes.<\/p>\n(d) Consulting Agreement. <\/strong>As of May 1, 2012, the Corporation
\nwill execute a consulting agreement for the period from May 1, 2012 : April 30,
\n2013 in a form substantially similar to that attached as Exhibit A to this
\nAgreement, at a rate of $5,000 per day, plus expenses, with the number of days
\nworked not to exceed 52.<\/p>\n(e) Nonqualified Deferred Compensation Payments. <\/strong>You will
\nreceive a pay-out of your nonqualified deferred compensation in accordance with
\nyour elections and the terms of the applicable plan documents. Any amounts due
\nin 2012 related to your separation from service with the Corporation will be
\nsubject to a six-month delay until approximately November 1, 2012.<\/p>\n(f) Tax Assistance. <\/strong>The Corporation will provide tax
\nassistance if your 2010 tax return is selected for audit.<\/p>\n(g) Retirement and Post Employment Benefits.<\/strong> Following your
\nretirement, subject to the terms and conditions of the applicable benefit plans
\nand arrangements with the Corporation, you will be entitled to participate in
\nthose post-employment health benefits that you are eligible to receive as of the
\ndate of your retirement and will be entitled to any vested benefits you are
\nentitled to receive under the Corporation153s retirement plans or programs in
\nwhich you participate as of the date of your retirement.<\/p>\n3. Other Compensation and Benefits.<\/strong> Except for the payment
\nspecified in paragraph 2(c), you agree that you will not be entitled to and will
\nnot receive any severance or termination benefits in connection with your
\ntermination of employment with the Corporation, including but not limited to
\nseverance or termination benefits under the Corporation153s existing or any future
\nseverance pay policies or plans.<\/p>\n<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Page 3 of 8<\/p>\n
4. Employee153s Acknowledgment. <\/strong>You hereby affirm that you
\nunderstand and acknowledge that a portion of the Benefits being provided to you
\nby the Corporation under this Agreement are beyond any that otherwise are or
\nwould be owed to you by the Corporation, and that the Benefits are being
\nprovided to you in consideration for your entering into this Agreement,
\nincluding but not limited to the Releases of Claims set forth in paragraph 9.\n<\/p>\n5. Nondisclosure. <\/strong>You acknowledge that during the course of
\nyour employment with the Corporation you have acquired, and may have generated,
\na substantial amount of information that the Corporation deems confidential
\nand\/or proprietary to the Corporation and\/or subject to attorney client
\nprivilege. In addition, you have had access to certain third-party information
\nthat has been provided to the Corporation on a confidential basis. You agree
\nthat you may not use or disclose or allow the use or disclosure by others of any
\nCorporation confidential, proprietary or attorney client privileged information,
\nor any information of others provided to the Corporation on a confidential
\nbasis, without the prior express written consent of the Corporation.<\/p>\n6. Disclosure of this Agreement.<\/strong> You understand and agree
\nthat the Corporation is required to disclose the existence and terms of this
\nAgreement, and to file a copy of this Agreement with the Securities and Exchange
\nCommission as an exhibit to its periodic reports under the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act”). You consent to any such disclosure
\nand filings deemed necessary or appropriate and made by the Corporation under
\nthe Exchange Act and pursuant to any other laws or regulations.<\/p>\n7. Non-Disparagement. <\/strong>You agree that you will not make any
\nstatements, whether verbal or written, that disparage or may reasonably be
\ninterpreted to disparage the Corporation or its stockholders, directors,
\nofficers, employees, agents, attorneys, representatives, technology or products
\nwith respect to any matter whatsoever. The Corporation agrees not to make any
\nstatements, whether verbal or written, that disparages or may reasonably be
\ninterpreted to disparage you or your performance as an officer and employee of
\nthe Corporation. You and the Corporation acknowledge and agree that neither this
\nprovision nor any other provision of this Agreement affects your obligations or
\nthe Corporation153s obligations to cooperate with any government investigation or
\nto respond truthfully to any lawful governmental inquiry or to give truthful
\ntestimony in court.<\/p>\n8. Cooperation in Litigation and Investigations. <\/strong>You agree
\nand covenant that you will, to the extent reasonably requested by the
\nCorporation, cooperate with the Corporation in any pending or future litigation
\nor investigations in which the Corporation or any of its subsidiaries or
\naffiliates is a party and regarding which you, by virtue of your employment with
\nthe Corporation or any of its subsidiaries or affiliates, have knowledge or
\ninformation relevant to the litigation or investigation. You further agree and
\ncovenant that, in any such litigation or investigation, you will, without the
\nnecessity of a subpoena, provide truthful testimony relevant to the litigation
\nor investigation in any jurisdiction in which the Corporation requests. The
\nCorporation will reimburse you for reasonable expenses incurred by you in
\ncomplying with this paragraph 8 to the extent such expenses are incurred on or
\nafter April 30, 2012 provided that the Corporation has authorized the incurrence
\nof such expenses in advance.<\/p>\n9. Release. <\/strong>In consideration of the Benefits being provided
\nto you under this Agreement, which, absent this Agreement, a portion of which
\nyou otherwise would not be entitled to receive, you, on behalf of yourself, your
\nheirs, estate, executors, administrators, representatives, successors and
\nassigns, and anyone claiming to be acting on your behalf or in your interest,
\nhereby irrevocably and unconditionally release, acquit and forever discharge the
\nCorporation, its affiliates, subsidiaries, benefit plans, related companies,
\npartnerships and joint<\/p>\n<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Page 4 of 8<\/p>\n
ventures, and their former, current and future officers, directors,
\nshareholders, partners, employees, fiduciaries, agents, attorneys, insurers and
\nrepresentatives, whether acting in their individual or official capacities, and
\nall persons acting by, through, or in concert with any of them, and all their
\npredecessors, successors and assigns (all of which are hereinafter collectively
\nreferred to as the “Released Parties”), from any and all claims, demands,
\nlosses, liabilities, and causes of action or similar rights of any type arising
\nor accruing on or before the date this Agreement is executed (whether known or
\nunknown), as a result of or because of any act, omission, or failure to act by
\nthe Released Parties, including but not limited to those arising out of or
\nrelating in any way to your employment by, association with, or termination of
\nemployment with the Corporation (hereinafter collectively referred to as
\n“Claims”). THIS IS A GENERAL RELEASE<\/strong>, subject only to the
\nspecific exceptions set forth in subparagraphs 9(b), (c) and (d).<\/p>\n(a) These Claims include, but are not limited to, any claims for monetary
\ndamages, wages, bonuses, commissions, unused sick pay, severance or similar
\nbenefits, expenses, attorneys153 fees or other indemnities, or other personal
\nremedies or damages sought in any legal proceeding or charge filed with any
\ncourt arising under the Age Discrimination in Employment Act (“ADEA”), including
\nbut not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as
\nit relates to the validity of this release under the ADEA as amended by the
\nOWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil
\nRights Act of 1964, the Americans with Disabilities Act, the Rehabilitation Act
\nof 1973, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Federal
\nEqual Pay Act, the Family and Medical Leave Act, the Immigration Reform and
\nControl Act, the Uniformed Services Employment and Reemployment Rights Act, the
\nEmployee Retirement Income Security Act, the Workers Adjustment and Retraining
\nNotification Act, the Fair Labor Standards Act, <\/strong>the Texas
\nCommission on Human Rights Act or claims arising under the Civil Rights Division
\nof the Texas Workforce Commission, Texas law on communicable diseases, Texas
\ndisability discrimination law, anti-discrimination provisions of the Texas
\nWorkers Compensation Act, \u00a7451.001 of the Texas Labor Code, Texas wage payment
\nlaws. The Claims released include, but are not limited to, claims arising under
\nany other federal, state, or local laws or regulations restricting an employer153s
\nright to terminate employees, or otherwise regulating employment, including but
\nnot limited to any federal, state, or local law enforcing express or implied
\nemployment contracts or covenants; any other federal, state or local laws
\nproviding relief for alleged wage and hour violations; wrongful discharge;
\nbreach of contract, including any and all tort claims, including but not limited
\nto, physical or personal injury in any way related to your employment or
\ntermination of employment; emotional distress or stress claims in any way
\nrelated to your employment or termination of employment, intentional or
\nnegligent infliction of emotional distress, fraud, negligent misrepresentation,
\ndefamation, invasion of privacy, violation of public policy and similar or
\nrelated claims and any and all claims arising under common law. The claims
\nreleased include claims that in any way are brought by or on behalf of the
\ngovernment, whether or not the government joins the action such as in the case
\nof a qui tam.<\/p>\n(b) Without limiting the generality of the foregoing, you agree not to file
\nany lawsuit seeking monetary damages for yourself and asserting any claims that
\nare lawfully released in paragraph 9(a). You further hereby irrevocably and
\nunconditionally waive any and all rights to recover any relief and damages
\nconcerning the claims that are lawfully released in paragraph 9(a).<\/p>\n
(c) Notwithstanding the foregoing, you are not releasing (1) your right to
\nenforce this Agreement; (2) any rights to benefits you may have under the
\nCorporation153s retirement plans or programs; (3) any claims arising under any
\nFederal or state securities laws that you<\/p>\n<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Page 5 of 8<\/p>\n
may have as a stockholder of the Corporation; (4) any claims for unemployment
\ncompensation; (5) any claims under applicable workers153 compensation laws; (6)
\nany claims solely relating to the validity of this Release of Claims under the
\nADEA, as amended, (7) any indemnification rights, under the same eligibility
\nrules, as afforded to all other current or former officers of the Corporation
\npursuant to the Corporation153s bylaws and\/or applicable state law; or (8) your
\nright to file a charge with the U.S. Equal Employment Opportunity Commission or
\nany similar state or local government agency.<\/p>\n
(d) No Federal, state or local government agency is a party to this
\nAgreement, and none of the provisions of this Agreement restrict or in any way
\naffect a government agency153s authority to investigate or seek relief in
\nconnection with any of the Claims. However, if a government agency were to
\npursue any matters falling within the Claims, which it is free to do, you and
\nthe Corporation agree that, as between you and the Corporation, this Agreement
\nwill control as the exclusive remedy and full settlement of all such Claims by
\nyou for money damages. The Agreement is a binding contract between two private
\nparties:you and the Corporation. Therefore, the Agreement affects the two
\nparties153 rights only, with no impact on any government agency.<\/p>\n
(e) You hereby represent and warrant that you have not previously filed or
\njoined in any Claims released herein against any of the Released Parties or
\nassigned any Claims described in this Release to any third parties. You affirm
\nthat you have been paid and\/or have received all compensation, wages, penalties,
\nand\/or benefits to which you are entitled and that no other compensation, wages,
\npenalties, and\/or benefits are due, except as otherwise provided in this
\nRelease. You affirm furthermore that you have no known injuries arising out of
\nor in the course of your employment with the Corporation, and you have been
\nprovided and\/or have not been denied leave requested under the Family and
\nMedical Leave Act or any equivalent state statute or local ordinance.<\/p>\n
10. Corporation.<\/strong> For the purposes of this Agreement, the
\nterm “Corporation” or “Lockheed Martin” includes the Corporation and its
\naffiliates as well as the predecessors and successors of the Corporation and
\ntheir affiliates.<\/p>\n11. Entire Agreement. <\/strong>The understandings set forth in this
\nAgreement represent the entire agreement between you and the Corporation with
\nrespect to the matters contained herein. Neither you nor the Corporation has
\nrelied upon any other agreements, understandings or representations. This
\nAgreement supersedes any prior agreements or representations between you and the
\nCorporation as to the subject matter contained herein. The Agreement may not be
\naltered or modified except by mutual agreement between you and the Corporation,
\nevidenced in writing and executed by both you and the Corporation and
\nspecifically identified as an amendment to this Agreement. This Agreement shall
\nbe governed by and interpreted in accordance with the laws of the State of
\nMaryland, without giving effect to the conflict of law provisions thereof.<\/p>\nYou represent and acknowledge that, other than as expressly set forth in this
\nAgreement, in executing this Agreement you are not relying upon any
\nrepresentation or statement made by any officer, director, employee, agent or
\nother representative of the Corporation with regard to the subject matter, basis
\nor effect of this Agreement.<\/p>\n<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n
January 26, 2012<\/p>\n
Page 6 of 8<\/p>\n
12. Review and Revocation Rights.<\/strong> By signing below, you
\nacknowledge that:<\/p>\n(a) You have been advised by the Corporation to consult with an attorney
\nprior to executing this Agreement. You have requested and received from the
\nCorporation any information that you need in order to make a knowing and
\nvoluntary release of all Claims;<\/p>\n
(b) You understand that you can take up to 21 days to consider this Release.
\nTo the extent you have signed this Release prior to the expiration of the 21
\ndays, you hereby waive your right to the balance of such period of consideration
\nand acknowledge and represent that your waiver of such period is knowing and
\nvoluntary and has not been induced by the Corporation; and<\/p>\n
(c) You understand that you have seven days following signing of this
\nAgreement to revoke it, and that the Agreement will not become effective until
\nthe seven-day revocation period has expired without your revocation of this
\nAgreement. You further understand and acknowledge that to be effective, any
\nrevocation must be in writing and either personally delivered to the
\nCorporation, care of John T. Lucas, Senior Vice President, Human Resources or
\nsent by certified mail, return receipt requested to Mr. John T. Lucas at 6801
\nRockledge Drive, Bethesda, Maryland 20817, by 5:00 p.m., Bethesda, Maryland
\ntime, on or before the seventh calendar day after you sign this Agreement.<\/p>\n
By signing below, you acknowledge that you have read the terms of this
\nAgreement, fully understand the terms and their effect, are voluntarily agreeing
\nto those terms of your own free will, and intend to be legally bound. Please
\nreturn this Agreement to me by no later than February 16, 2012.<\/p>\n
\n\n\n| <\/td>\n<\/tr>\n |
\n| \n Sincerely,<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n<\/tr>\n |
\n| \n \/s\/ John T. Lucas<\/p>\n<\/td>\n<\/tr>\n |
\n| \n John T. Lucas<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n THIS AGREEMENT CONTAINS A GENERAL RELEASE OF CLAIMS, PLEASE READ
\nCAREFULLY BEFORE SIGNING. <\/strong><\/p>\nAgreed to:<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n \/s\/ Ralph D. Heath<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Name: Ralph D. Heath<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Date: January 26, 2012<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n January 26, 2012<\/p>\n Page 7 of 8<\/p>\n ADDENDUM <\/strong><\/p>\nSecond Release of Claims <\/strong><\/p>\nIn consideration of the payments and other benefits being provided to you
\nunder the terms of the January26, 2012 Agreement between Lockheed Martin
\nCorporation (“Corporation”) and Ralph Heath, concerning the separation of your
\nemployment from the Corporation (the “Agreement”), which, absent the Agreement,
\nyou otherwise would not be entitled to receive, on behalf of your heirs, estate,
\nexecutors, administrators, representatives, successors and assigns, and anyone
\nclaiming to be acting on your behalf or in my interest, hereby irrevocably and
\nunconditionally release, acquit and forever discharge the Corporation, its
\naffiliates, subsidiaries, benefit plans, related companies, partnerships and
\njoint ventures, and their former, current and future officers, directors,
\nshareholders, partners, employees, fiduciaries, agents, attorneys, insurers and
\nrepresentatives, whether acting in their individual or official capacities, and
\nall persons acting by, through, or in concert with any of them, and all their
\npredecessors, successors and assigns (all of which are hereinafter collectively
\nreferred to as the “Released Parties”), from any and all claims, demands,
\nlosses, liabilities, and causes of action or similar rights of any type arising
\nor accruing on or before the date this Second Release of Claims executed
\n(whether known or unknown), as a result of or because of any act, omission, or
\nfailure to act by the Released Parties, including but not limited to, those
\narising out of or relating in any way to your employment by, association with,
\nor separation of employment from the Corporation (hereinafter collectively
\nreferred to as “Claims”). THIS IS A GENERAL RELEASE, <\/strong>subject
\nonly to the specific exceptions set forth in subparagraphs (b), (c) and (d)
\nbelow.<\/p>\n(a) These Claims include, but are not limited to, any claims for monetary
\ndamages, wages, bonuses, commissions, unused sick pay, severance or similar
\nbenefits, expenses, attorneys153 fees or other indemnities, or other personal
\nremedies or damages sought in any legal proceeding or charge filed with any
\ncourt arising under the Age Discrimination in Employment Act (“ADEA”), including
\nbut not limited to the Older Workers Benefit Protection Act (“OWBPA”), except as
\nit relates to the validity of this release under the ADEA as amended by the
\nOWBPA, and Executive Order 11141, Executive Order 11246, Title VII of the Civil
\nRights Act of 1964, the Americans with Disabilities Amendments Act, the
\nRehabilitation Act of 1973, the Civil Rights Act of 1866, the Civil Rights Act
\nof 1991, the Federal Equal Pay Act, the Family and Medical Leave Act, the
\nImmigration Reform and Control Act, the Employee Retirement Income Security Act,
\nthe Workers Adjustment and Retraining Notification Act, the Texas Commission on
\nHuman Rights Act or claims arising under the Civil Rights Division of the Texas
\nWorkforce Commission, Texas law on communicable diseases, Texas disability
\ndiscrimination law, anti-discrimination provisions of the Texas Workers
\nCompensation Act, \u00a7451.001 of the Texas Labor Code, Texas wage payment laws. The
\nClaims released include, but are not limited to, claims arising under any other
\nfederal, state, or local laws or regulations restricting an employer153s right to
\nterminate employees, or otherwise regulating employment, including but not
\nlimited to any federal, state, or local law enforcing express or implied
\nemployment contracts or covenants; any other federal, state or local laws
\nproviding relief for alleged wrongful discharge; breach of contract, including
\nany and all tort claims, including but not limited to, physical or personal
\ninjury in any way related to my employment or separation from employment;
\nemotional distress or stress claims in any way related to my employment or
\nseparation from employment, intentional or negligent infliction of emotional
\ndistress, fraud, negligent misrepresentation, defamation, invasion of privacy,
\nviolation of public policy and similar or related claims and any and all claims
\narising under common law. The claims released also include claims that in any
\nway are brought by or on behalf of the government, whether or not the government
\njoins the action such as in the case of a qui tarn <\/em>proceeding filed
\nunder the civil False Claims Act.<\/p>\n(b) Without limiting the generality of the foregoing, you agree not to file
\nany lawsuit seeking monetary damages for yourself and asserting any claims that
\nare lawfully released in this Second Release of Claims. You further hereby
\nirrevocably and unconditionally<\/p>\n
\nRalph D. Heath – Retirement Transition Agreement<\/p>\n January 26, 2012<\/p>\n Page 8 of 8<\/p>\n waive any and all rights to recover any relief and damages concerning the
\nclaims that are lawfully released in this Second Release of Claims.<\/p>\n (c) Notwithstanding the foregoing, you are not releasing: (1) your right to
\nenforce this Agreement; (2) any rights to benefits you may have under the
\nCorporation153s retirement plans, LTIP and deferred compensation plans; (3) any
\nclaims arising under any Federal or state securities laws that you may have as a
\nstockholder of the Corporation; (4) any claims for unemployment compensation;
\n(5) any claims for workers compensation benefits under Texas state law; (6) any
\nclaims solely relating to the validity of this Release of Claims under the ADEA,
\nas amended, (7) any indemnification rights, under the same eligibility rules, as
\nafforded to all other current or former officers of the Corporation pursuant to
\nthe Corporation153s bylaws and\/or applicable state law; or (8) my right to file a
\ncharge with the U.S. Equal Employment Opportunity Commission or any similar
\nstate or local government agency.<\/p>\n (d) No Federal, state or local government agency is a party to the Agreement
\nor this Second Release of Claims, and none of the provisions of the Agreement or
\nthis Second Release of Claims restricts or in any way affects a government
\nagency153s authority to investigate or seek relief in connection with any of the
\nClaims. However, if a government agency were to pursue any matters falling
\nwithin the Claims, which it is free to do, the Corporation and you agree that,
\nas between the Corporation and you, the Agreement and this Second Release of
\nClaims will control as the exclusive remedy and full settlement of all such
\nClaims by me for money damages. The Agreement and this Second Release of Claims
\nare binding agreements between two private parties:you and the Corporation.
\nTherefore, the Agreement and this Second Release of Claims affect the two
\nparties153 rights only, with no impact on any government agency.<\/p>\n (e) You hereby represent and warrant that you have not previously filed or
\njoined in any Claims released herein against any of the Released Parties or
\nassigned any Claims described in this Second Release of Claims to any third
\nparties. You affirm that you have been paid and\/or have received all
\ncompensation, wages, and\/or benefits to which you are entitled and that no other
\ncompensation, wages, and\/or benefits are due me, except as provided in the
\nJanuary 26, 2012 agreement. You further affirm that you have no known injuries
\narising out of or in the course of my employment with the Corporation, and that
\nI have been provided and\/or have not been denied leave requested under the
\nFamily and Medical Leave Act or any equivalent state statute or local ordinance.\n<\/p>\n THIS AGREEMENT CONTAINS A GENERAL RELEASE OF CLAIMS, PLEASE READ
\nCAREFULLY BEFORE SIGNING. <\/strong><\/p>\nAccepted and agreed to as of this day of 2012.<\/p>\n \n\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n Ralph Heath<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nExhibit A to Retirement Transition Agreement
\n<\/u><\/strong><\/p>\nPROFESSIONAL SERVICES AGREEMENT <\/u><\/strong><\/p>\nThis Professional Services Agreement is made and entered into effective as of
\nMay 1, 2012 by and between the Lockheed Martin Corporation (hereinafter
\n“Corporation”) and Ralph Heath (hereinafter “Consultant”).<\/p>\n WITNESSED: <\/strong><\/p>\nThat in consideration of the promises and mutual obligations hereinafter set
\nforth, the parties hereto agree as follows:<\/p>\n \n\n\n| \n 1.<\/p>\n<\/td>\n | \n SERVICES BY CONSULTANT <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For the term of this Agreement, the CONSULTANT will provide consulting
\nservices and advice to the Corporation (the “Services”) as follows:<\/p>\n \n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n In order to facilitate an orderly transition of management within the
\nCorporation153s Aeronautics business area, CONSULTANT shall provide historical
\nbackground information, factual and management assistance, guidance, and counsel
\nto the Executive Vice President, Aeronautics (the “Services”),.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n These Services will be provided on an “as needed”, “on call” basis;
\nprovided that, <\/em>the Corporation must give the CONSULTANT reasonable
\nadvance notice as to when the CONSULTANT153s services will be required. The
\nCorporation will provide the CONSULTANT with proper credentials (badges, passes,
\netc.) to perform any assignment.<\/p>\nCONSULTANT153S primary billing contact shall be John Lucas, SVP, Human
\nResources, referred to hereinafter as the Agreement Monitor.<\/p>\n \n\n\n| \n 2.<\/p>\n<\/td>\n | \n TERM<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The term of this Agreement shall commence May 1, 2012 and shall end April 30,
\n2013 unless terminated earlier in accordance with Section 11 below. This
\nAgreement will not be renewed by its own terms. This Agreement may be extended
\nbeyond April 30, 2013 by mutual agreement of the parties.<\/p>\n \n\n\n| \n 3.<\/p>\n<\/td>\n | \n COMPENSATION FOR SERVICES<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n The Corporation agrees to pay the CONSULTANT, as compensation for the
\nServices, a retainer of $5,000 per day for Services rendered pursuant to this
\nAgreement. CONSULTANT shall not provide more than 52 days of Services during the
\n12-month term of this Agreement. For the purposes of this Agreement, one (1) day
\nof Services shall equal eight (8) hours of work. CONSULTANT acknowledges that
\nexceeding these limitations on the number of days worked may result in
\nCONSULTANT being deemed not to have separated from service or retired from LMC.
\nIf this occurs, it may trigger early inclusion in income of all amounts deferred
\nby CONSULTANT under LMC153s nonqualified deferred compensation plans as well as a
\ntwenty percent (20%) penalty tax and an interest rate based tax on these amounts
\nin addition to those taxes that would ordinarily be due on the receipt of such
\namounts. CONSULTANT acknowledges that all such additional taxes will be the sole
\nresponsibility of CONSULTANT and LMC will have no obligation to pay such taxes
\nor reimburse CONSULTANT for such taxes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n Corporation shall reimburse CONSULTANT for reasonable and actual expenses of
\ntravel required to provide the services hereunder where<\/em> such expenses
\nare incurred by the CONSULTANT following prior approval of the Agreement Monitor
\nof the trip in question.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n1<\/p>\n
\n\n\n\n| <\/td>\n | \n C.<\/p>\n<\/td>\n | \n Because the CONSULTANT is not an employee of Corporation, Corporation will
\nnot withhold or deduct from the compensation due to the CONSULTANT any amounts
\nfor federal, state and local taxes, the payment of which is the sole
\nresponsibility of the CONSULTANT. At the end of each calendar year, Corporation
\nwill issue to the CONSULTANT a Form 1099 with respect to the compensation paid
\nunder this Agreement. CONSULTANT acknowledges that the payments under this
\nAgreement and any taxable benefits made available under this Agreement will be
\ntaxable as income to him and will be reported as such by Corporation to the IRS.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 4.<\/p>\n<\/td>\n | \n PAYMENT AND INVOICE <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n CONSULTANT must submit monthly invoices describing in reasonable detail the
\nservices performed, the number of hours during which services were performed,
\nand any related expenses incurred. Subject to the limitations set forth in this
\nAgreement, Corporation shall reimburse CONSULTANT for reasonable expenses
\nincurred and approved under Section 3.B or C of this Agreement within thirty
\n(30) days following receipt and approval of an invoice that complies with the
\nrequirements of this Agreement. CONSULTANT must submit all invoices pertaining
\nto expenses incurred during a calendar year prior to February 5 of the following
\nyear.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n CONSULTANT must attach to invoices submitted to Corporation for payment all
\nreceipts and explanations for any expenditures in excess of $75.00. If original
\nreceipts are not furnished, the reimbursement made to the CONSULTANT may be
\nsubject to federal, state and local taxes for reimbursement of the expenditures.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n C.<\/p>\n<\/td>\n | \n With each invoice, CONSULTANT must submit an Activity Report, in a format
\nwhich provides an itemized account of the services rendered, date of service and
\nif business travel was incurred in rendering the services, the geographic
\nlocation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n D.<\/p>\n<\/td>\n | \n Corporation will pay CONSULTANT on a monthly basis after the end of each
\nmonth during the term of this Agreement for services rendered at the hourly rate
\nspecified in Section 3.A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n E.<\/p>\n<\/td>\n | \n Each invoice submitted must also contain the following Statement: “Submission
\nof this invoice certifies compliance with the terms and conditions of my
\nProfessional Services Agreement under which this invoice is submitted and
\ncertifies compliance with all laws, regulations and Lockheed Martin policies and
\nprocedures and standards of conduct referenced therein.”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n F.<\/p>\n<\/td>\n | \n Invoices and required supporting documentation must be submitted to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Lockheed Martin Corporation<\/p>\n John Lucas<\/p>\n 6801 Rockledge Drive<\/p>\n Bethesda, MD 20817<\/p>\n Invoices not in compliance with the requirements of this Agreement will be
\nreturned to the CONSULTANT for correction and resubmission.<\/p>\n \n\n\n| <\/td>\n | \n G.<\/p>\n<\/td>\n | \n Notwithstanding to the contrary, all amounts owed to CONSULTANT, whether as
\ncompensation for Services or reimbursement of expenses shall be paid no later
\nthan March 15 of the year following the year in which the Services were
\nperformed (in the case of compensation for services) or the year in which the
\nexpense was incurred (for reimbursement of expenses). Requests for reimbursement
\nof expenses after this date shall not be subject to reimbursement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 5.<\/p>\n<\/td>\n | \n INDEPENDENT CONTRACTOR RELATIONSHIP<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n Neither this Agreement nor CONSULTANT153s performance hereunder constitutes or
\ncreates an employee\/employer relationship. The Parties understand and agree that
\nCONSULTANT is not an employee of the Corporation. CONSULTANT will render
\nServices hereunder as an independent contractor and not as an employee, agent,
\npartner, or joint venturer of the Corporation or any of its affiliates or
\nrelated entities. This Agreement does not require CONSULTANT153s services on a
\nfull-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 2<\/p>\n
\n\n\n\n| <\/td>\n | \n time basis. CONSULTANT is not eligible for any benefits applicable to active
\nemployees of the Corporation. CONSULTANT is and must act solely as an
\nindependent contractor and not as an employee or agent of the Corporation.
\nCONSULTANT153s authority is limited to providing the consulting Services described
\nabove and CONSULTANT has no authority, nor may he make any attempt, without the
\nexpress written consent of the Agreement Monitor, to incur any obligation or
\nliability, or make any commitments on behalf of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n CONSULTANT is an independent contractor under this Agreement and no provision
\nof, or action taken under, this Agreement will entitle CONSULTANT to any rights
\nunder any of the Corporation153s compensation, employee benefit and welfare plans,
\nprograms, or practices. Neither will any provision of, or action taken under,
\nthis Agreement affect in any way the CONSULTANT153s rights or obligations under
\nany of the Corporation153s compensation, employee benefit and welfare plans,
\nprograms, or practices as these exist by virtue of his preretirement service as
\nan employee of the Corporation. CONSULTANT and the Corporation agree that
\nCONSULTANT will render Services according to the CONSULTANT153s own methods and is
\nsubject to the Corporation153s control only with regard to the CONSULTANT153s final
\nproduct or result. The Corporation will not exercise direct control or
\nsupervision over the means CONSULTANT uses to provide Services pursuant to this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 6.<\/p>\n<\/td>\n | \n CONFLICT OF INTEREST <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n CONSULTANT shall not engage in any activity which presents a conflict of
\ninterest in the line of his relationship with Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n CONSULTANT hereby acknowledges receipt of a copy of the Corporation
\nCode of Ethics and Business Conduct<\/em><\/strong> and, by executing
\nthis Agreement, CONSULTANT agrees that CONSULTANT will strictly comply with the
\nprovisions of the Code in the performance of the Services hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| \n 7.<\/p>\n<\/td>\n | \n NON-DISCLOSURE OF PROPRIETARY OR CONFIDENTIAL INFORMATION <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n CONSULTANT agrees not to disclose to others, either during or subsequent to
\nthe term of this Agreement, any Corporation information, knowledge, or data
\nwhich CONSULTANT may receive, or have access to, or which may otherwise be
\ndisclosed to CONSULTANT, proprietary or confidential information as further
\ndefined herein. “Proprietary or Confidential Information” as used herein means
\nany information of Corporation or of others which has come into Corporation153s or
\nCONSULTANT153S possession, custody or knowledge in the course of performing
\nservices under this Agreement that has independent economic value as a result of
\nits not being generally known to the public and is the subject of reasonable
\nmeans to preserve the confidentiality of the information. Proprietary or
\nConfidential Information includes (without limitation) information, whether
\nwritten or otherwise, regarding Corporation153s personnel, proceedings of the
\nBoard of Directors or its committees, earnings, expenses, marketing information,
\ncost estimates, forecasts, bid and proposal data, financial data, trade secrets,
\nproducts, procedures, inventions, systems or designs, manufacturing or research
\nprocesses, material sources, equipment sources, customers and prospective
\ncustomers, business plans, strategies, buying practices and procedures,
\nprospective and executed contracts and other business arrangements or business
\nprospects, except to the extent such information become readily available to the
\ngeneral public lawfully and without breach of a confidential, contractual, or
\nfiduciary duty. CONSULTANT acknowledges and agrees that he has a continuing
\nobligation to not use or disclose Proprietary or Confidential Information.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n CONSULTANT agrees that Proprietary or Confidential Information shall be used
\nsolely for the purpose of performing the Services required under this Agreement,
\nand further agrees that except as may strictly be required by CONSULTANT153S
\nobligations under this Agreement, CONSULTANT shall not reproduce, nor allow any
\nthird party to use or reproduce, any Proprietary of Confidential Information or
\nany documents or other material containing Proprietary or Confidential
\ninformation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n C.<\/p>\n<\/td>\n | \n All materials to which CONSULTANT had access, or which were furnished or
\notherwise made available to CONSULTANT in connection with the Services performed
\nhereunder, shall be and remain the property of Corporation. Upon expiration or
\ntermination of this agreement, or upon<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3<\/p>\n
\n\n\n\n| <\/td>\n | \n request of Corporation, CONSULTANT shall return to Corporation all such
\nmaterials, documents and information, including any Proprietary or Confidential
\nInformation and all reproductions thereof, then in CONSULTANT153S possession or
\ncontrol, and CONSULTANT in connection with this Agreement in accordance with
\nspecific instructions issued by Corporation to CONSULTANT, shall comply with any
\ninstructions within five (5) days of receipt thereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 8.<\/p>\n<\/td>\n | \n COOPERATION IN LITIGATION AND INVESTIGATIONS<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n During the term of this Agreement and thereafter, CONSULTANT agrees to the
\nextent reasonably requested, to cooperate with Corporation in any pending or
\nfuture litigation (including alternative dispute resolution proceedings) or
\ninvestigations in which the Corporation or any of its subsidiaries or affiliates
\nis a party or is required or requested to provide testimony and regarding which,
\nas a result of CONSULTANT153s prior employment with the Corporation or services
\nunder this Agreement, CONSULTANT reasonably could be expected to have knowledge
\nor information relevant to the litigation or investigation. CONSULTANT153s efforts
\nand time spent in satisfaction of CONSULTANT153s obligation to cooperate will be
\nwithout charge to Corporation and will not be considered time worked under this
\nAgreement, except that Corporation will reimburse CONSULTANT153s for
\nany-out-of-pocket expenses incurred in connection with cooperating with
\nCorporation in any litigation or investigation in accordance with Sections 3 and
\n4 above. Notwithstanding any other provision of this Agreement, nothing in this
\nAgreement shall affect CONSULTANT153s obligation to cooperate with any
\ngovernmental inquiry or investigation or to give truthful testimony in court.\n<\/p>\n \n\n\n| \n 9.<\/p>\n<\/td>\n | \n LIABILITY <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n Corporation shall not be liable to CONSULTANT for any loss, injury, damage,
\nexpense or any liability whatsoever arising out of, or in connection with, the
\nperformance of the services required by this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n Each party shall be responsible to the other for any costs or expenses
\nincluding attorney153s fees, all expenses of litigation and\/or settlement, and
\ncourt costs, arising from the default of such party, its officers, employees,
\nagents, suppliers, or subConsultants at any tier, in the performance of any of
\nits obligations under this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 10.<\/p>\n<\/td>\n | \n GOVERNING LAW <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n This Agreement shall be governed by, subject to, and construed according to
\nthe laws of the State of Maryland excluding its choice of law rules. CONSULTANT
\nshall comply with all applicable Federal, state and local laws, orders and
\nregulations, as well as with all Corporation policies, operating instructions,
\nrules and regulations applicable to the performance of this Agreement.<\/p>\n \n\n\n| \n 11.<\/p>\n<\/td>\n | \n DEFAULT AND CONTRACT TERMINATION <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n A.<\/p>\n<\/td>\n | \n DEFAULT. If CONSULTANT fails to comply with any of the terms of this
\nAgreement, fails to make progress as to endanger performance of this Agreement,
\nor fails to provide adequate assurance of future performance Corporation, by
\nwritten notice, may terminate this Agreement for default, in whole or in part.
\nCONSULTANT shall have ten (10) days (or such longer period as Corporation may
\nauthorize in writing) to cure any such failure after receipt of notice from
\nCorporation. Corporation shall not be liable for any Services not accepted;
\nhowever, Corporation may require CONSULTANT to deliver to Corporation any
\nsupplies and materials, manufacturing materials, and manufacturing drawings that
\nCONSULTANT has specifically produced or acquired for the terminated portion of
\nthis Agreement. Corporation and CONSULTANT shall agree on the amount of payment
\nfor these other deliverables. CONSULTANT shall continue all Services not
\nterminated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n B.<\/p>\n<\/td>\n | \n CONTRACT TERMINATION<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n i)<\/p>\n<\/td>\n | \n Corporation may unilaterally terminate this Agreement, in whole or in part,
\nupon 30 days written notice to CONSULTANT for any reason.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4<\/p>\n
\n\n\n\n| <\/td>\n | \n ii)<\/p>\n<\/td>\n | \n CONSULTANT may terminate this Agreement upon 30 days written notice to
\nCorporation; provided that, if CONSULTANT terminates this Agreement in order to
\naccept other consulting or employment engagements, he must comply with the
\nnon-competition obligations as set forth in other agreements with Corporation.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n iii)<\/p>\n<\/td>\n | \n This Agreement shall terminate immediately and all payments due shall be
\nforfeited if, in rendering Services hereunder, improper payments are made,
\nunlawful conduct is engaged in, or any part of the fee or expenses payable under
\nthis Agreement is used for an illegal purpose.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n iv)<\/p>\n<\/td>\n | \n In the event this Agreement is terminated under any provision herein (other
\nthan under Section 11.A or 11.B.iii), CONSULTANT shall not be required to repay
\nany of the consideration already paid under the Agreement to date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |