MARTIN MARIETTA MATERIALS,
INC.
RESTRICTED STOCK UNIT
AGREEMENT
THIS RESTRICTED
STOCK UNIT AGREEMENT (the “Award Agreement”), made as
of
, between Martin Marietta Materials, Inc., a North Carolina
corporation (the “Corporation”), and
«FirstName» «LastName»,
«Address1», «City», «State»
«PostalCode» (the “Employee”).
Pursuant to the
Martin Marietta Materials, Inc. Amended and Restated Stock-Based
Award Plan (the “Plan”), the Corporation hereby grants
the Employee «RestrictedStock» Restricted Stock Units
on the terms and conditions contained in this Award Agreement, and
subject to the terms and conditions of the Plan. The term
“Restricted Stock Unit” or “Unit(s)” as
used in this Award Agreement refers only to the Restricted Stock
Units awarded to the Employee under this Award
Agreement.
Subject to the
terms and conditions hereof and of the Plan, the restriction period
begins on the Grant Date and ends on
(the “Vesting Date”).
On each date that
dividends are paid (each a “Dividend Payment Date”) on
shares of the Corporation’s common stock, par value $0.01 per
share (the “Common Stock”) with respect to which the
record date (the “Record Date”) also occurs during the
Restriction Period, the Corporation will credit to an account for
the Employee an amount equal to the dividend paid on a share of the
Common Stock multiplied by the number of Restricted Stock Units.
These dividend equivalent amounts shall be paid to the Employee
quarterly on each March 31, June 30, September 30
and December 31 during the Restriction Period; provided,
however, that if any such date falls on a non-business day, such
payment will be made on the business day immediately prior to such
date. Any remaining dividend equivalent amounts credited to the
account of the Employee on the date that the Restricted Stock Units
are converted to shares of Common Stock, or subsequently credited
to such account with respect to a Record Date that occurs during
the Restriction Period, shall be paid to the Employee on the next
successive Dividend Payment Date. 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.
Unless forfeited
or converted and paid earlier as provided in Section 7 below,
the Restricted Stock Units granted hereunder will vest
(“Vest”) and be converted into shares of Common Stock
and delivered to the Employee as soon as practicable following the
Vesting Date (but in no event later than 60 days following the
Vesting Date) provided that the Employee is employed by the
Corporation on the Vesting Date. The vesting and conversion from
Units to Common Stock will be one Unit for one share of Common
Stock.
6.
TRANSFERABLE ONLY UPON DEATH
This Restricted
Stock Unit grant shall not be assignable or transferable by the
Employee except by will or the laws of descent and
distribution.
7.
TERMINATION, RETIREMENT, DISABILITY OR DEATH
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(a)
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Termination . If the Employee’s employment
with the Corporation is terminated prior to the Vesting Date for
any reason other than on account of death, Disability or Retirement
(in each case, as defined below), whether by the employee or by the
Corporation, and in the latter case whether with or without cause,
then the Units will be forfeited upon such termination.
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(b)
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Retirement or Disability
. If the
Employee’s employment with the Corporation is terminated
prior to the Vesting Date upon Retirement (as defined below) or as
the result of a disability under circumstances entitling the
Employee to the commencement of benefits under a long-term
disability plan maintained by the Corporation
(“Disability”), then the terms of all outstanding units
shall be unaffected by such Retirement or Disability; provided,
however, that in the case of the Employee’s termination on
account of Retirement or Disability, if the Vesting Date occurs
following such termination but before the date which is six months
following such termination, to the extent compliance with the
requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor
provision) is necessary to avoid the application of an additional
tax under Section 409A of the Internal Revenue Code of 1986,
as amended (“Section
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