MARTIN
MARIETTA MATERIALS, INC.
INCENTIVE STOCK PLAN, AS AMENDED
This
Plan is intended to give key employees who participate in the
Corporation’s Executive Incentive Plan the opportunity to
acquire the Corporation’s stock on a discounted, tax-deferred
basis by having part of their annual incentive awards converted to
Stock Units. Those units become fully vested and are distributed in
the form of unrestricted common stock after three years of
additional employment with the Corporation. Participation in the
Plan is elective, except that officers of the Corporation are
required to have a minimum percentage of their annual incentive
awards converted to Stock Units. The stock-based compensation
provided under this Plan constitutes part of the Martin Marietta
Materials, Inc. Omnibus Securities Award Plan.
The
Plan is intended to assist the Corporation in attracting and
retaining key employees, to link a portion of the compensation of
such employees to shareholder returns, and to foster stock
ownership in the Corporation among key employees.
2.01
Board means the Board of Directors of the
Corporation.
2.02
Committee means the Equity Related Awards Committee of the
Board, as designated under the Omnibus Plan.
2.03
Common Share means a share of common stock of the
Corporation with a par value of $.01.
2.04
Corporation means Martin Marietta Materials, Inc.
2.05
Disability means any physical or mental impairment that
would qualify a Participant for disability benefits under the
standards of the long-term disability plan maintained by the
Corporation or under the Federal social security system.
2.06
Eligible Employee means the Chief Executive Officer of the
Corporation, each elected vice president of the Corporation, and
each other employee of the Corporation whom the Committee has
designated as eligible to participate in this Plan.
2.07
Employment means active employment with the Corporation or
any of its subsidiaries or affiliates. An employee shall be deemed
to remain in Employment during any authorized leave of absence,
with or without pay.
2.08
Executive Incentive Plan means the Executive Incentive Plan
of the Corporation, under which annual Incentive Awards are paid to
Eligible Employees.
2.09
Identified Employee means an Eligible Employee (a) who
is the Chief Executive Officer of the Corporation or an elected
vice president of the Corporation, in each case unless the
Committee, in its sole discretion, determines not to designate such
officer as an Identified Employee, or (b) who is otherwise
designated by the Committee as an Identified Employee for any Plan
Year.
2.10
Incentive Award means the amount of an award to an Eligible
Employee under the Executive Incentive Plan, before taking account
of any reduction for Stock Units that may be credited to the
Eligible Employee.
2.11
Omnibus Plan means the Martin Marietta Materials, Inc.
Omnibus Securities Award Plan, as adopted in February of 1994, and
as it may be amended from time to time.
2.12
Participant means an Eligible Employee for whom Stock Units
have been credited, whether on an elective or nonelective
basis.
2.13
Plan means the Martin Marietta Materials, Inc. Incentive
Stock Plan.
2.14
Plan Year means the calendar year. Any reference to
Incentive Awards or Stock Units awarded or credited for a Plan Year
shall refer to the Plan Year preceding the calendar year in which
the Incentive Award is actually paid or in which the Stock Units
are actually credited to the Eligible Employee.
2.15
Retirement means termination of a Participant’s
Employment at a time when the Participant is eligible to commence
receiving retirement benefits under the Martin Marietta Corporation
Pension Plan for Salaried Employees, or any successor plan, without
actuarial reduction. The Committee, in its sole discretion, may
classify a Participant’s termination of Employment as
Retirement under other circumstances.
2.16
Stock Unit means a bookkeeping unit credited to a
Participant that corresponds to one Common Share.
The
Plan shall be effective as of the date of Committee approval and
shall be in effect for the 1995 Plan Year and for all subsequent
years that the Omnibus Plan remains in effect.
IV.
CREDITING OF STOCK UNITS
4.01
Elective Crediting of Stock Units : Any Eligible Employee
may elect to apply up to fifty percent (50%) of his or her
Incentive Award for a Plan Year toward the crediting of Stock
Units. The election must be (i) made in writing on the
participation form approved for use under the Plan,
(ii) signed by the Eligible Employee, and (iii) submitted
to the Corporation no later than June 30 of the Plan Year for
which the Incentive Award is awarded; the election shall be
irrevocable after that date. If an Eligible Employee who has made
an election under this Section 4.01 for a Plan Year retires or
otherwise terminates Employment before the date that Incentive
Awards are awarded for that Plan Year, the election shall have no
effect.
4.02
Nonelective Crediting of Stock Units to Identified
Employees: A minimum of twenty percent (20%) of the Incentive
Award awarded to each Identified Employee for a Plan Year shall be
applied to provide Stock Units. This nonelective crediting of Stock
Units shall apply to any Eligible Employee who is an Identified
Employee on the date that Incentive Awards are awarded for that
Plan Year. If an Identified Employee (or Eligible Employee who
becomes an Identified Employee by the award date) has elected to
have an equal or greater percentage of his or her Incentive Award
applied to provide Stock Units, no additional amount shall be
applied to provide Stock Units pursuant to this Section. In the
case of the Chief Executive Officer of the Corporation, this
Section 4.02 shall be applied by substituting thirty-five
percent (35%) for twenty percent (20%).
4.03
Crediting Ratio for Stock Units : The number of Stock Units
credited to an Eligible Employee for a Plan Year shall equal
(i) the amount of the Incentive Award for that Plan Year that
has been applied under Section 4.01 or 4.02, divided by
(ii) eighty percent (80%) of the closing price of a Common
Share published in the Wall Street Journal on the day on which
Incentive Awards are awarded to Eligible Employees; the quotient
shall be rounded up to the nearest whole number.
4.04
Reduction of Incentive Award Payments : Any amount applied
to provide Stock Units under this Plan shall reduce the amount of
the Incentive Award currently payable to the Eligible Employee.
This reduction shall be made without regard to whether the Board
has awarded or communicated to the Eligible Employee an Incentive
Award amount that does not reflect the reduction.
4.05
Tax Withholding on Incentive Awards : Any taxes required to
be withheld from an Eligible Employee’s Incentive Award,
including payroll or other taxes on the portion of the Incentive
Award applied to provide Stock Units, shall be withheld from the
portion of the Incentive Award that has not been applied to provide
Stock Units.
V.
ACCOUNTING FOR STOCK UNITS
5.01
Maintenance of Accounts : The Corporation shall maintain
accounts showing the number of Stock Units credited to each
Participant for each Plan Year and the amount of the
Participant’s Incentive Award for each Plan Year that was
applied to provide such units. Stock Units shall be credited to a
Participant’s account as of the date on which the Incentive
Awards are awarded to Eligible Employees and shall cease to be
credited as of the date on which the units are converted to Common
Shares and distributed or other payment is made for the units under
Article VI.
5.02
Payment of Dividend Equivalent Amounts : The Corporation
shall make a cash payment to each Participant equal to the dividend
paid on a Common Share for each record date during the Plan Year
multiplied by the number of Stock Units credited to the
Participant’s account on each such record date. These
dividend equivalent amounts shall be paid quarterly at the same
time as dividends are paid on Common Shares. The dividend
equivalent amounts shall be paid from the general assets of the
Corporation and shall be treated and reported as additional
compensation for the year in which payment is made.
VI.
VESTING AND DISTRIBUTION OF COMMON SHARES AND PAYMENT UPON
TERMINATION OF EMPLOYMENT
6.01
Full Vesting and Distribution of Common Shares after Three
Additional Years of Employment : Stock Units credited to a
Participant for a Plan Year shall become fully vested on December 1
of the third (3rd) succeeding Plan Year if the Participant remains
continuously Employed to that date. As soon as practicable
thereafter but in no event later than March 15
th
of the
calendar year following the calendar year in which such Stock Units
vest, such Stock Units shall be converted to unrestricted Common
Shares (as adjusted under Section 6.06) and distributed to the
Participant.
6.02
Full Vesting and Distribution of Common Shares upon Retirement,
Disability, or Death : Upon a Participant’s Retirement,
termination of Employment by reason of Disability, or death while
Employed, all Stock Units then credited to the Participant shall
become fully vested and as soon as practicable thereafter, but in
no event later than March 15 th
of the
calendar year following the calendar year in which such Retirement,
termination of Employment by reason of Disability, or death occurs,
shall be converted to unrestricted Common Shares (as adjusted under
Section 6.06) and distributed. The Participant may designate a
beneficiary or beneficiari
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