Page 110 - Martin Marietta - 2025 Proxy Statement

APPENDIX C /

the total combined voting power or value of all classes of the capital stock of the Company or any Affiliate or (ii) to the
extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the
Code) of the Company or any Affiliate accrues at a rate that exceeds $25,000 worth of stock (determined at the Fair
Market Value of the stock at the time such option is granted) for each calendar year in which such option is outstanding at
any time, as determined in accordance with Section 423 of the Code and the Treasury Regulations thereunder.
(c) Equal Rights and Privileges. Notwithstanding any provisions of the Plan to the contrary, each Eligible
Employee granted an option under the Plan shall have the same rights and privileges with respect to such option to the
extent required under Section 423(b)(5) of the Code and Section 1.423-2(f) of the Treasury Regulations.
5. Offering Periods. (a) The Plan will be implemented by one or more Offering Periods. Offerings may be
consecutive or overlapping as determined by the Administrator. The duration and timing of Offering Periods may be
changed pursuant to this Section 5 and Section 20 hereof. The Administrator will have the power to establish the duration
of the first Offering Period and change the duration of Offering Periods (including the commencement dates thereof) with
respect to future Offerings. No Offering Period may be more than 27 months in duration.
(b) Prior to the Offering Start Date of an Offering Period, the Administrator will establish the maximum number
of shares of Common Stock that an Eligible Employee will be permitted to purchase during each Purchase Period during
such Offering Period.

6. Participation. An Eligible Employee may participate in the Plan pursuant to Section 4 hereof by (a) submitting to
the Company’s Corporate Secretary office (or its designee) a properly completed subscription agreement authorizing
Contributions in the form provided by the Administrator for such purpose or (b) following an electronic or other
enrollment procedure determined by the Administrator, in either case on or before a date determined by the Administrator
prior to (i) the applicable Offering Start Date as determined by the Administrator, in its sole discretion, or (ii) with respect
to the first Offering Period, no later than 30 days following the Offering Start Date.
7. Contributions. (a) At the time a Participant enrolls in the Plan pursuant to Section 6 hereof, he or she will elect to
have Contributions (in the form of payroll deductions or otherwise, to the extent permitted by the Administrator) made on
each eligible pay day during the Offering Period equal to a whole percentage (and subject to any limit as may be set by the
Administrator from time to time) of the Compensation that he or she receives on the pay day. The Administrator, in its
sole discretion, may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by
cash, check or other means set forth in the subscription agreement or otherwise made available by the Administrator prior
to each Purchase Date of each Purchase Period. A Participant’s subscription agreement will remain in effect for successive
Offering Periods unless terminated as provided in Section 11 hereof.
(b) In the event Contributions are made in the form of payroll deductions, such payroll deductions for a
Participant will commence on the first eligible pay day following the Offering Start Date and will end on the last eligible
pay day on or prior to the last Purchase Date of such Offering Period to which such authorization is applicable, unless
sooner terminated by the Participant as provided in Section 11 hereof; provided, however, that for the first Offering
Period, payroll deductions will not commence until such date determined by the Administrator, in its sole discretion.
Notwithstanding the foregoing, for administrative convenience, the Administrator (by announcement prior to the first
affected Offering Period) may determine that contributions with respect to an eligible pay day occurring on a Purchase
Date (or during a period of up to five business days prior to a Purchase Date) shall be applied instead to the subsequent
Purchase Period or Offering Period.
(c) All Contributions made for a Participant will be credited to his or her account under the Plan and
Contributions will be made in whole percentages of his or her Compensation only. A Participant may not make any
additional payments into such account.

(d) A Participant may discontinue his or her participation in the Plan as provided under Section 11 hereof.
Unless otherwise determined by the Administrator, during a Purchase Period, a Participant may not increase or decrease
the rate of his or her Contributions. The Administrator may, in its sole discretion, provide for, or amend the nature and/or
number of, Contribution rate changes that may be made by Participants during any Offering Period or Purchase Period and
may establish other conditions, limitations or procedures as it deems appropriate for Plan administration.
(e) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and
Section 4(c) hereof, a Participant’s Contributions may be decreased by the Administrator to 0% at any time during a

C-4 2025 PROXY STATEMENT