Page 108 - Martin Marietta - 2025 Proxy Statement

APPENDIX C /

(l) “Contributions” means the payroll deductions and other additional payments that the Company may permit
a Participant to make to fund the exercise of options granted pursuant to the Plan.
(m) “Designated Company” means the Company, its Subsidiaries and any Parent of the Company, except as
each may be designated by the Administrator from time to time in its sole discretion as not eligible to participate in the
Plan. An Affiliate that is disregarded for U.S. federal income tax purposes in respect of a Designated Company will
automatically be a Designated Company.
(n) “Director” means any non-employee member of the Board, but solely in his or her capacity as such a
member of the Board.
(o) “Eligible Employee” means any individual who is an employee providing services to the Company or a
Designated Company. For purposes of the Plan, the employment relationship will be treated as continuing intact while the
individual is on military leave, sick leave or other leave of absence that the Employer approves or is otherwise legally protected
under Applicable Laws. Where the period of leave exceeds three months and the individual’s right to reemployment is not
guaranteed either by Applicable Laws or by contract, the employment relationship will be deemed to have terminated three
months and one day following the commencement of such leave or such other period specified under the Treasury
Regulations. The Administrator may, in its discretion, from time to time prior to an Offering Start Date for all options to be
granted on such Offering Start Date relating to an Offering, determine (on a uniform and nondiscriminatory basis or as
otherwise permitted by Section 1.423-2 of the Treasury Regulations) that the definition of Eligible Employee will or will not
include an individual if he or she (i) has not completed at least two years of service since his or her last hire date (or such
lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than
20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily
works not more than five months per calendar year (or such lesser period of time as may be determined by the Administrator
in its discretion) or (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code; provided,
however, that the exclusion is applied with respect to each Offering in an identical manner to all highly compensated
individuals of the Employer whose Eligible Employees are participating in that Offering. Each exclusion will be applied with
respect to an Offering in a manner complying with Section 1.423-2(e) of the Treasury Regulations. Notwithstanding the
foregoing, the Administrator may determine that the definition of Eligible Employee will not include employees who are
citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident
aliens) if (A) the grant of an option under the Plan or such Offering to a citizen or resident of the foreign jurisdiction is
prohibited under the laws of such jurisdiction or (B) compliance with the laws of the foreign jurisdiction would cause the Plan
or such Offering to violate the requirements of Section 423, provided that anyone included in the definition must be a Person
to whom the issuance of stock may be registered on Form S-8 under the U.S. Securities Act of 1933, as amended.
(p) “Employer” means the employer of the applicable Eligible Employee(s).
(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any
successor statute thereto, and the regulations promulgated thereunder.
(r) “Fair Market Value” means, as of any relevant date, the value of a share of Common Stock determined as
follows: (i) the closing per-share sales price of the Common Stock as reported by the Applicable Exchange for such stock
exchange for such date or if there were no sales on such date, on the closest preceding date on which there were sales of
Common Stock, (ii) in the event there shall be no public market for the Common Stock on such date, the fair market value
of the Common Stock as determined in good faith by the Committee or (iii) such other price as determined by the
Administrator in its sole discretion, provided that such price is not inconsistent with the requirements of Section 423 of the
Code and the Treasury Regulations thereunder.
(s) “New Purchase Date” means a new Purchase Date if the Administrator shortens any Offering Period then in
progress.
(t) “Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as
further described in Section 5 hereof. For purposes of the Plan, the Administrator may designate separate Offerings under
the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Employers will participate,
even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will
separately apply to each Offering. To the extent permitted by Section 1.423-2(a)(1) of the Treasury Regulations, the terms
of each Offering need not be identical; provided, however, that the terms of the Plan and an Offering together satisfy
Sections 1.423-2(a)(2) and (a)(3) of the Treasury Regulations.

C-2 2025 PROXY STATEMENT