Page 107 - Martin Marietta - 2025 Proxy Statement

Appendix C

MARTIN MARIETTA MATERIALS, INC.
2025 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code
and its provisions will be construed in a manner consistent with Section 423 of the Code.

2. Definitions. As used herein, the following definitions will apply:
(a) “Administrator” means the Board or the Committee, as applicable.
(b) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common
control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case, as
determined by the Administrator.
(c) “Applicable Exchange” means The New York Stock Exchange or any other national stock exchange or
quotation system on which the shares of Common Stock may be listed or quoted.
(d) “Applicable Law” means legal requirements relating to the Plan under U.S. federal and state corporate law,
U.S. federal and state securities law, the Code, the Applicable Exchange and the applicable securities, exchange control,
tax and other laws of any non-U.S. country or jurisdiction where options are, or will be, granted under the Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Change in Control” means a “Change in Control” for purposes of the Martin Marietta Amended and
Restated Stock-Based Awards Plan.
(g) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor
statute thereto, and the regulations promulgated thereunder.
(h) “Committee” means the Management Development and Compensation Committee of the Board or a
subcommittee thereof, or such other committee of the Board as may be designated by the Board to administer the Plan in
accordance with Section 14 hereof.
(i) “Common Stock” means the Company’s common stock, par value $0.01 per share.
(j) “Company” means Martin Marietta Materials, Inc., a corporation organized under the laws of North
Carolina, together with any successor thereto.
(k) “Compensation” means the regular earnings or base salary, annual bonuses, and commissions (including any
commission bonus) paid to the Eligible Employee by the Company or a Designated Company, as applicable, as
compensation for services to the Company or a Designated Company, as applicable, before deduction for any salary
deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan,
including overtime, shift differentials, salaried production schedule premiums, holiday pay, vacation pay, paid time off
(“PTO”) (including any PTO payouts), sick pay, jury duty pay, funeral leave pay, other employer-paid leave pay (including
parental leave pay, and bereavement leave pay), volunteer time off and military pay, but excluding (i) education or tuition
reimbursements, (ii) imputed income arising under any group insurance or benefit program, (iii) travel expenses,
(iv) business and moving reimbursements, including tax gross ups and taxable mileage allowance, (v) income received in
connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards, (vi) all
contributions made by the Company or any Designated Company for the Eligible Employee’s benefit under any employee
benefit plan now or hereafter established (such as employer-paid 401(k) plan or defined benefit plan contributions), (vii) all
stipends (such as health and wellness stipend), (viii) all payments by the state or other regulatory agencies, (ix) severance
pay, and (x) all other cash bonuses not mentioned above (such as referral bonuses, peer bonuses, and sign-on bonuses).
Compensation will be calculated before deduction of any income or employment tax withholdings. Compensation will
include the net impact of any current-period payments/deductions to correct for prior-period payroll errors (unless the
Administrator, in its sole discretion, elects to give such corrections retroactive effect for purposes of this Plan). The
Administrator, in its discretion, may establish a different definition of Compensation for an Offering, which will apply on a
uniform and nondiscriminatory basis.

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