Page 83 - Martin Marietta - 2021 Proxy Statement

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS / DESCRIPTION OF THE DEFERRED COMPENSATION PLAN

If Martin Marietta is dissolved or liquidated, or if substantially all of its assets are sold or there is a merger or consolidation
and the acquiring or surviving entity does not substitute equivalent awards for the awards then outstanding, each award
granted under the TXI Legacy Plan will become fully vested and exercisable and all restrictions on it will lapse. All options
and stock appreciation rights not exercised upon the occurrence of such a corporate event will terminate, and the
Company may, in its discretion cancel all other awards then outstanding and pay the award holder its then current value
as determined by the Committee.

Description of the Deferred Compensation Plan

The TXI DC Plan became effective as of July 11, 2012 and will terminate on July 11, 2022 unless sooner terminated. Key
management legacy employees of TXI, its subsidiaries and its affiliates are eligible to participate in the TXI DC Plan. Under
the terms of the TXI DC Plan, participants may elect each year to defer all or a portion of their eligible compensation
received during that year. However, no further awards will be granted under the TXI DC Plan, as indicated by management
in connection with the approval by shareholders of the Stock-Based Award Plan on May 19, 2017.

If Martin Marietta is dissolved or liquidated, or if substantially all of its assets are sold (or there is a merger or consolidation)
and the acquiring or surviving entity does not substitute equivalent awards for the awards then outstanding, each award
granted under the TXI DC Plan will become fully vested and all restrictions on it will lapse.

78 2021 PROXY STATEMENT