Page 85 - Martin Marietta - 2023 Proxy Statement

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL / EXECUTIVE COMPENSATION

Potential Payments Upon Termination or Change of Control
The discussion and tables below reflect the amount of potential payments and benefits to each of the named executive
officers at, following, or in connection with any termination of such executive’s employment, including voluntary
termination, involuntary not-for-cause termination, for-cause termination, normal retirement, early retirement, in the event
of disability or death of the executive, and termination following a change of control. The amounts assume that such
termination was effective as of December 31, 2022 and thus includes amounts earned through such time and are
estimates of the amounts that would have been paid out to the executives upon their termination at such time. The actual
amounts to be paid out can only be determined at the time of such executive’s actual separation from Martin Marietta.

Payments Upon Any Termination. Regardless of the manner in which the employment of a named executive officer
terminates, he or she is entitled to receive the amounts earned during the term of employment, including cash
compensation earned during the fiscal year, amounts contributed by the employee and Martin Marietta’s matching
contributions to the Savings and Investment Plan, unused earned vacation pay and amounts accrued and vested through
Martin Marietta’s Pension Plan and SERP.
Payments Upon Voluntary Termination. In addition to the amounts described under the heading Payments Upon Any
Termination, upon a voluntary termination of employment, the named executive officer would be entitled to receive the
lower of the amount of cash contributed to the Incentive Stock Plan or the current market value of the common stock
units credited to the employee measured by the NYSE closing price of Martin Marietta’s common stock on the date of
termination.

Payments Upon Involuntary Not-For-Cause Termination. In addition to the amounts described under the heading
Payments Upon Any Termination, upon an involuntary termination of employment not for cause, the named executive
officer would be entitled to receive a prorated share of the common stock units credited to him or her under the Incentive
Stock Plan paid out as shares of common stock and the remaining cash contribution invested by the employee in the plan.
Payments Upon Involuntary For-Cause Termination. In the event of involuntary termination for cause, which is
defined in the Employment Protection Agreement and the Stock Plan, the named executive officer would be entitled to
receive the payments and benefits described under the heading Payments Upon Any Termination.
Payments Upon Retirement. In the event of the retirement at age 62 or above of a named executive officer, in addition
to the items described under the heading Payments Upon Any Termination, the executive will receive a portion of the cash
incentive bonus based upon performance and payable under the Executive Cash Incentive Plan that correlates to the
percentage of the year in which the employee worked for the Company; will continue to hold all outstanding options
unaffected by the retirement and retain such options for the remainder of the outstanding term; will continue to hold all
awards of RSUs and PSUs for the remainder of the outstanding term unaffected by the retirement; will vest in all
outstanding awards of common stock units under the Incentive Stock Plan; in the case of Ms. Bar, will be eligible to receive
health and welfare benefits as described under the heading Retiree Medical on page 77; and will continue to receive life
insurance coverage until his or her death.
Payments Made Upon Early Retirement. In the event of retirement prior to reaching age 62 but on or after reaching age
55, the named executive officer will receive benefits as described under the heading Payments Upon Voluntary Termination.
In addition, the named executive officer will receive reduced benefits of the type described under Pension Benefits on page
78 and may be eligible for benefits described under the heading Retiree Medical beginning on page 77 at a higher cost.
Payments Upon Death or Disability. In the event of the death or disability of a named executive officer, in addition to
the payments and benefits under the heading Payments Upon Any Termination, the named executive officer or his or her
estate will receive benefits under Martin Marietta’s long-term disability plan or life insurance plan, as applicable, and a
death benefit payment, as applicable, equal to the then-current base salary of such employee paid under the Pension Plan
plus one month base salary. In addition, in the event of death, all options will vest and the executor of their estate will
have one year to exercise the options. In the event of disability, the executive will receive a portion of the cash incentive
compensation based upon performance and payable under the Executive Cash Incentive Plan that correlates to the
percentage of the year in which the employee worked for the Company; will continue to hold all outstanding options
unaffected by the disability and will retain such options for the remainder of the outstanding term; will continue to hold all
awards of PSUs and RSUs for the remainder of the outstanding term unaffected by the disability; and will vest in all
outstanding awards of common stock units under the Incentive Stock Plan.

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