MARTIN
MARIETTA MATERIALS, INC.
THIS
OPTION AWARD AGREEMENT, made as of _________, between Martin
Marietta Materials, Inc., a North Carolina corporation (the
“Corporation”), and «Full_Name»,
«Address», «City_Zip» (the
“Employee”).
Pursuant
to the Martin Marietta Materials, Inc. Amended and Restated
Stock-Based Award Plan (the “Plan”), the Corporation
hereby grants the Employee the option to purchase
«Options» shares of Martin Marietta Materials, Inc.
common stock, $0.01 par value per share (“Stock”) (the
option to purchase any one share of stock hereunder is referred to
as an “Option”), subject to the terms and conditions
contained in this Award Agreement and the Plan, a copy of which is
enclosed herewith and made a part hereof with the same effect as if
set forth herein. The terms “Option” and
“Options” as used in this Award Agreement refer only to
the Options awarded to you under this Award Agreement.
Subject
to the Employee’s continued employment with the Corporation
on the vesting date for any installment, except as provided in
Section 6 herein, the Options granted hereby shall vest and
become exercisable in installments as follows:
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First
Exercisable (Vesting Date)
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Notwithstanding
the foregoing, upon the occurrence of a change in control of the
Corporation as set forth in Section 11 hereof, these Options
shall become fully vested and exercisable without
limitation.
3.
TRANSFERABLE ONLY UPON DEATH
These
Options shall not be assignable or transferable by the Employee
except by will or the laws of descent and distribution and shall be
exercisable during the Employee’s lifetime only by such
Employee or, if legally incapacitated, by his or her guardian or
authorized representative.
The
per share exercise price of the Options granted hereunder is
$_________, subject to adjustment under the Plan. The exercise
price must be paid in cash or its equivalent.
Once
an Option becomes exercisable pursuant to Section 2 herein,
subject to early expiration upon termination of employment as set
forth in Section 6 below, it shall remain exercisable until,
but not including, _________ (the “Expiration Date”).
Any portion of this Option that is not exercised prior to the
Expiration Date shall be automatically canceled on the Expiration
Date.
6.
TERMINATION, RETIREMENT, DISABILITY OR DEATH
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If the Employee’s employment
with the Corporation is terminated for any reason other than Early
Retirement, Normal Retirement, Disability (each, as defined below)
or death, whether by the Employee or by the Corporation, and in the
latter case whether with or without cause, then (i) Options
which are not vested on the effective date of such termination
shall expire upon such termination and (ii) those Options
which are vested on the effective date of such termination shall
expire ninety (90) calendar days thereafter.
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If the Employee retires from the
Corporation prior to reaching age 62 but on or after reaching age
55 under circumstances that qualify for early retirement in
accordance with the terms of the Martin Marietta Materials, Inc.
Pension Plan (“Early Retirement”), then
(i) Options which are not vested on the effective date of such
Early Retirement shall expire upon such termination and
(ii) those Options which are vested on the effective date of
such Early Retirement shall expire ninety (90) calendar days
thereafter; provided, however, that, the Management Development and
Compensation Committee of the Board of Directors of the Corporation
(the “Committee”) or (for persons not subject to
Section 16 of the Securities Exchange Act of 1934, as amended)
the Board of Directors or the Chief Executive Officer may, in its
or his sole discretion, as applicable, determine to treat such
Early Retirement as a Normal Retirement hereunder, in which case
all outstanding Options shall remain outstanding until the
Expiration Date, unaffected by such Early Retirement, and any such
unvested Options shall continue to vest pursuant to the terms
herein; provided, however, that any such determination to treat
Early Retirement as a Normal Retirement hereunder shall be made
only after consideration of the implications of such determination
under Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”).
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Normal Retirement or Disability
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If the Employee retires from the
Corporation after reaching age 62 under circumstances that qualify
for normal retirement in accordance with the terms of the Martin
Marietta Materials, Inc. Pension Plan (“Normal
Retirement”) or ceases active employment with the Corporation
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 (a
“Disability”), then all outstanding Options shall
remain outstanding until the Expiration Date, unaffected by such
Normal Retirement or Disability and any such unvested Options shall
continue to vest pursuant to the terms herein.
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