MARTIN MARIETTA MATERIALS, INC. OPTION AWARD AGREEMENT

EXHIBIT 10.20

MARTIN MARIETTA MATERIALS, INC.

OPTION AWARD AGREEMENT

     THIS OPTION AWARD AGREEMENT, made as of ___, between Martin Marietta Materials, Inc., a North Carolina corporation (the “Corporation”), and ___ ___(the “Employee”).

1. GRANT

     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, on the terms and conditions contained in this Award Agreement ___ shares of Martin Marietta Materials, Inc. common stock (“Stock”), at a purchase price per share equal to ___ (the “Exercise Price”), subject to the terms and conditions of the Plan, a copy of which is attached hereto and made a part hereof with the same effect as if set forth herein. The term “Option” or “Options” as used in this Award Agreement refers only to the options awarded to you under this Award Agreement.

2. EXERCISE RIGHTS

     Subject to the terms and conditions hereof and of the Plan, the Options granted hereby shall become exercisable as follows:

provided that the Employee is employed by the Corporation on the date any such installment first becomes exercisable. Notwithstanding the foregoing, upon the occurrence of an event specified in Section 11 hereof, this Option shall be fully exercisable without limitation for the 90-day period specified therein.

3. TRANSFERABLE ONLY UPON DEATH

     This Option shall not be assignable or transferable by an 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.

4. OPTION PRICE

     The Exercise Price of the Options granted hereunder is ___, subject to adjustment under the Plan. The Exercise Price of an Option must be paid in cash.

5. TERM

     Once an installment of the Option becomes exercisable pursuant to Section 2 herein, it shall continue to be 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

     If an Employee’s employment with the Corporation is terminated, 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.

     If an Employee retires from the Corporation prior to reaching age 62 but on or after reaching age 55, then (i) Options which are not vested on the effective date of such retirement shall expire on the second business day thereafter and (ii) those Options which are vested on the effective date of such retirement shall expire ninety (90) calendar days thereafter; provided, however, that, in the sole discretion of the 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, the terms of all outstanding Options shall be unaffected by such early retirement.

     If an Employee retires from the Corporation after reaching age 62 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, then the terms of all outstanding Options shall be unaffected by such retirement or disability.

     If an Employee dies, without regard to whether the Employee was at the time of death still in the employ of the Corporation, then the vesting date of all outstanding Options shall be accelerated so as to cause all outstanding Options to become exercisable. Following the death of an Employee, without regard to the expiration dates otherwise provided in the foregoing provisions, all outstanding exercisable Options shall expire one (1) year following the date of the Employee’s death. In such event, the Options may be exercised by the authorized representative of the Employee’s estate.

7. LIMITATIONS ON EXERCISE

     Notwithstanding any other provisions herein, no Option may be exercised under any c