Lockheed Martin 2011 Annual Report Download - page 95

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this Item 12 is included under the heading “Security Ownership of Management and
Certain Beneficial Owners” in the 2012 Proxy Statement, and that information is incorporated by reference in this Form
10-K.
Equity Compensation Plan Information
The following table provides information about our equity compensation plans that authorize the issuance of shares of
Lockheed Martin common stock to employees and directors. The information is provided as of December 31, 2011.
Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a)
Weighted average exercise
price of outstanding
options,
warrants, and rights
(b)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)
Equity compensation plans
approved by security holders
(1) (2)
29,276,874 $78.45 10,783,023
Equity compensation plans not
approved by security holders (3) 1,610,974 — 2,561,892
Total (1) (2) (3) 30,887,848 $78.45 13,344,915
(1) As of December 31, 2011, there were 10,214,254 shares available for grant under the Lockheed Martin Corporation 2011 Incentive
Performance Award Plan (“IPA Plan”) as options, stock appreciation rights (“SARs”), Restricted Stock Awards (“RSAs”), or
Restricted Stock Units (“RSUs”); there are no restrictions on the number of the available shares that may be issued in respect of SARs
or stock units. As of December 31, 2011, 110,000 shares have been granted as restricted stock under the IPA Plan. Of the 10,214,254
shares available for grant on December 31, 2011, 3,390,348 and 1,987,114 shares are issuable pursuant to grants on January 30, 2012,
of options and RSUs, respectively. Amounts in column (c) of the table also include 568,769 shares that may be issued under the
Lockheed Martin Corporation 2009 Directors Equity Plan (“Directors Equity Plan”), and 1,320 shares that may be issued under the
Lockheed Martin Corporation Directors’ Deferred Stock Plan (“Directors’ Deferred Stock Plan”), a plan that was approved by the
stockholders in 1995; effective May 1, 1999, no additional shares may be awarded under the Directors’ Deferred Stock Plan. For
RSUs, shares are issued once the restricted period ends and the shares are no longer forfeitable.
(2) At December 31, 2011, a total of 39,149 shares of Lockheed Martin common stock were issuable upon the exercise of the options
assumed by the Corporation in connection with the COMSAT Corporation acquisition. The weighted average exercise price of those
outstanding options was $26.15 per share.
(3) The shares represent Management Incentive Compensation Plan (“MICP”) bonuses and Long-Term Incentive Performance (“LTIP”)
payments earned and voluntarily deferred by employees. The deferred amounts are payable to them under the Deferred Management
Incentive Compensation Plan (“DMICP”). Deferred amounts are credited as phantom stock units at the closing price of our stock on
the date the deferral is effective. Amounts equal to our dividend are credited as stock units at the time we pay a dividend. Following
termination of employment, a number of shares of stock equal to the number of stock units credited to the employee’s DMICP account
are distributed to the employee. There is no discount or value transfer on the stock distributed. Distributions may be made from newly
issued shares or shares purchased on the open market. Historically, all distributions have come from shares held in a Rabbi Trust,
which are included in the 323,367,990 common shares in the following table and therefore do not further dilute our common shares
outstanding (see Note 11 to our consolidated financial statements contained in our Form 10-K). As a result, the phantom stock units
also were not considered in calculating the total weighted average exercise price in the table. Using this approach and data as of
December 31, 2011, we calculated a dilution level of 11% based on common shares outstanding as follows:
Description of Dilutive Shares Available for Grant December 31, 2011
Equity compensation plans approved by security holders:
Outstanding option and RSU awards 29,276,874
Securities remaining available for future issuance 10,783,023
Total shares available 40,059,897
Common shares outstanding 323,367,990
Fully diluted shares outstanding 363,427,887
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