Page 109 - Martin Marietta - 2025 Proxy Statement

/ APPENDIX C

(u) “Offering Periods” means each period during which an option granted pursuant to the Plan is outstanding.
The duration and timing of Offering Periods may be changed pursuant to Sections 5 and 20 hereof.
(v) “Offering Start Date” means the first day of an Offering Period or if there were no sales on such date, the
closing price of the relevant security as reported on the composite tape of New York Stock Exchange issues (or such other
reporting system as shall be selected by the Committee) on the Trading Day following the first day of the Offering Period.

(w) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of
the Code.

(x) “Participant” means an Eligible Employee who participates in the Plan.
(y) “Person” means a “person” or “group” within the meaning of Sections 3(a)(9), 13(d) and 14(d) of the
Exchange Act.

(z) “Plan” means this Martin Marietta Materials, Inc. 2025 Employee Stock Purchase Plan, as may be amended
from time to time.
(aa) “Purchase Date” means the last Trading Day of the Purchase Period. Notwithstanding the foregoing, in the
event that an Offering Period is terminated prior to its expiration pursuant to Section 20(a) hereof, the Administrator, in its
sole discretion, may determine that any Purchase Period also terminating under such Offering Period will terminate without
options being exercised on the Purchase Date that otherwise would have occurred on the last Trading Day of such
Purchase Period.

(bb) “Purchase Period” means the periods during an Offering Period during which shares of Common Stock may
be purchased on a Participant’s behalf in accordance with the terms of the Plan.

(cc) “Purchase Price” means, with respect to an Offering Period, an amount equal to 85% of the Fair Market
Value on the Offering Start Date or on the Purchase Date, whichever is lower; provided, however, that a higher Purchase
Price may be determined for any Offering Period by the Administrator subject to compliance with Section 423 of the Code
(or any successor rule or provision) or any other Applicable Laws or pursuant to Section 20 hereof.
(dd) “Section 409A” means Section 409A of the Code, as amended, including the rules and regulations
promulgated thereunder, or any state law equivalent.
(ee) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
(ff) “Trading Day” means a day on which the Applicable Exchange is open for trading.
(gg) “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code,
as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
3. Share Limitations; Certain Provisions Relating to Common Stock. (a) Subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof, the maximum aggregate number of shares of Common
Stock that will be made available for issuance under the Plan shall be 650,000 shares of Common Stock.
(b) If any option granted under the Plan terminates without having been exercised in full, the shares of
Common Stock not purchased under such option will remain available for issuance under the Plan.
(c) Until shares of Common Stock are issued under the Plan (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), a Participant will have only the rights of an
unsecured creditor with respect to such shares of Common Stock, and no right to vote or receive dividends or any other
rights as a shareholder will exist with respect to such shares of Common Stock.
4. Eligibility. (a) Generally. Any Eligible Employee on a given Offering Start Date for an Offering Period will be
eligible to participate in the Plan during such Offering Period, subject to the requirements of Section 6 hereof.

(b) Limitations. Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee will be granted
an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person
whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company or any Affiliate and/or hold outstanding options to purchase such stock possessing 5% or more of

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