Page 111 - Martin Marietta - 2025 Proxy Statement

/ APPENDIX C

Purchase Period. Subject to Section 423(b)(8) of the Code and Section 4(c) hereof, Contributions will recommence at the
rate originally elected by the Participant effective as of the beginning of the first Purchase Period scheduled to end in the
following calendar year, unless terminated by the Participant as provided in Section 11 hereof.
(f) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Participants to
participate in the Plan via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted (or the
remittance of payroll deductions by a Designated Company to the Company is not feasible) under Applicable Laws or
(ii) the Administrator determines that cash contributions are permissible under Section 423 of the Code.

(g) At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock
issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must
make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any
authority including taxes imposed by jurisdictions outside of the United States, national insurance, social security or other
tax withholding or payment on account obligations, if any, which arise upon the exercise of the option or the disposition
of the Common Stock (or any other time that a taxable event related to the Plan occurs). At any time, the Company or the
Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the
Company or the Employer to satisfy applicable withholding obligations, including any withholding required to make
available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to,
withhold from the proceeds of the sale of Common Stock or utilize any other method of withholding the Company deems
appropriate (such as requiring a market sale of shares received under the Plan).
8. Grant of Option. On the Offering Start Date of each Offering Period, each Eligible Employee participating in such
Offering Period will be granted an option to purchase on each Purchase Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Eligible Employee’s
Contributions accumulated prior to such Purchase Date and retained in the Eligible Employee’s account as of the Purchase
Date by the applicable Purchase Price; provided, however, that such purchase will be subject to the limitations set forth in
Sections 3, 4(c) and 5(b) hereof. The Eligible Employee may accept the grant of such option by electing to participate in the
Plan in accordance with the requirements of Section 6 hereof. Exercise of the option will occur as provided in Section 9
hereof, unless the Participant has withdrawn pursuant to Section 11 hereof. The option will expire on the last day of the
Offering Period.

9. Exercise of Option. (a) Unless a Participant withdraws from the Plan as provided in Section 11 hereof, his or her
option for the purchase of shares of Common Stock will be exercised automatically on each Purchase Date, and the
maximum number of full shares subject to the option will be purchased for such Participant at the applicable Purchase
Price with the accumulated Contributions from his or her account. No fractional shares of Common Stock will be
purchased, unless otherwise determined by the Administrator. Any Contributions accumulated in a Participant’s account at
the end of an Offering Period, which are not sufficient to purchase a full share will either, as the Administrator shall
determine, (i) be refunded to the Participant promptly following the end of such Offering Period, or (ii) be retained in the
Participant’s account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the
Participant as provided in Section 11 hereof. During a Participant’s lifetime, a Participant’s option to purchase shares
hereunder is exercisable only by him or her.
(b) If the Administrator determines that, on a given Purchase Date, the number of shares of Common Stock
with respect to which options are to be exercised may exceed the number of shares of Common Stock that were available
for issuance under the Plan on such Purchase Date, the Administrator may, in its sole discretion, provide that the Company
will make a pro rata allocation of the shares of Common Stock available for purchase on such Purchase Date in as uniform
a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants
exercising options to purchase Common Stock on such Purchase Date, and either (x) continue all Offering Periods then in
effect or (y) terminate any or all Offering Periods then in effect pursuant to Section 20 hereof.

10. Delivery. As soon as reasonably practicable after each Purchase Date on which a purchase of shares of Common
Stock occurs, the Company will arrange the delivery to each Participant (or, if required by Applicable Laws, to the
Participant and his or her spouse) of the shares purchased upon exercise of his or her option in a form determined by the
Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or
require that shares be deposited directly with a broker designated by the Company or to a designated agent of the
Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require

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