Lockheed Martin Corporation Directors Charitable Award Plan

Exhibit 10.1

Lockheed Martin Corporation

Directors Charitable Award Plan Plan Document Amended and Restated

Effective June 1, 1995

Amended April 25, 1996

Amended Effective April 22, 2004

Amended December 7, 2006 To Provide For Termination

The Lockheed Martin Corporation Directors Charitable Award Plan (" Plan" ) was originally adopted effective July 1, 1994 as the Martin Marietta Corporation Directors Charitable Award Plan (" Prior Plan" ). Effective March 15, 1995, Lockheed Martin Corporation (the " Corporation" ) assumed the rights and obligations of Martin Marietta Corporation under the Prior Plan. Effective June 1, 1995, the Corporation adopted the Prior Plan and amended and restated the Prior Plan to make it applicable to members of the Board of Directors of the Corporation. On December 7, 2006, the Board of Directors amended the Plan to provide for contributions to be made to Donees (as defined below) as soon as practicable and upon completion of all contributions, termination of the Plan.

1. PURPOSE OF THE PLAN

The Plan allows each eligible Director of the Corporation to recommend that the Corporation make a donation of up to $1,000,000 to the eligible tax-exempt organization(s) (the " Donee(s)" ) selected by the Director, with the donation to be made, in the Director' s name Donations made on or after December 7, 2006 shall be made as soon as practicable following the Director' s designation of an eligible Donee..

2. ELIGIBILITY

All persons serving as Directors of the Corporation as of June 1, 1995, shall be eligible to participate in the Plan. Any Director who joins the Corporation' s Board of Directors after June 1, 1995 and before April 21, 2004 shall be immediately eligible to participate in the Plan upon election to the Board. Individuals who were Directors of Martin Marietta Corporation on March 15, 1995 are also eligible for benefits under the Plan. Directors who first commence service on the Corporation' s Board on or after April 22, 2004 will not be eligible to participate in the Plan.

3. AMOUNT AND TIMING OF DONATION


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Each eligible Director may choose one organization to receive a Corporation donation of $1,000,000, or up to five organizations (up to twenty organizations at a minimum individual gift amount of $50,000 for donations made on or after December 7, 2006 with respect to a donation made prior to the death of the Director) to receive donations aggregating $1,000,000. Each recommended organization must be designated to receive a donation of at least $100,000 ($50,000 for donations made on or after December 7, 2006 with respect to a donation made prior to the death of the Director). The donation will be made by the Corporation in ten equal annual installments, with the first installment to be made as soon as is practicable after a Director retires from the Board of Directors, with the remaining nine installments to be made annually, with the first of the nine installments to be made as soon as is practicable after the Director' s death, and each later installment to be made at approximately the same time in the following years; notwithstanding the foregoing, donations made on or after December 7, 2006 with respect to Directors consenting the amendments made to the Plan on December 7, 2006 shall be made in a single payment (allocated among Donees as directed by the Director) as soon as practicable following the Director' s designation of an eligible Donee.

4. DONEES

In order to be eligible to receive a donation, a recommended organization must be a tax-exempt charitable organization or educational institution and must initially, and at the time a donation is to be made, be able to demonstrate receipt of an IRS notice of qualification to receive tax deductible contributions, if requested by the Corporation, and be reviewed and approved by the Directors Charitable Award Plan Committee (the " Committee" ). The Committee may disapprove a donation if it determines that a donation to the organization would be detrimental to the best interests of the Corporation. A Director' s private foundation is not eligible to receive donations under the Plan. If an organization recommended by a Director ceases to qualify as a Donee, ...