Page 112 - Martin Marietta - 2025 Proxy Statement

APPENDIX C /

that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures
to permit tracking of disqualifying or other dispositions of such shares. No Participant will have any voting, dividend, or
other shareholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such
shares have been purchased and delivered to the Participant as provided in this Section 10.
11. Withdrawal. (a) A Participant may withdraw all but not less than all the Contributions credited to his or her
account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s stock
administration office (or its designee) a written notice of withdrawal in the form determined by the Administrator for such
purpose or (ii) following an electronic or other withdrawal procedure determined by the Administrator. Notwithstanding
the foregoing, the Administrator may establish a reasonable deadline (such as two weeks prior to the Purchase Date) by
which time withdrawals must be submitted in order for the Participant to avoid automatic exercise of his or her option on
the Purchase Date (unless the Administrator in its sole discretion elects to process the withdrawal more quickly or as may
be required by Applicable Laws). All of the Participant’s Contributions credited to his or her account and not applied to the
purchase of shares of Common Stock will be paid to such Participant promptly after receipt of notice of withdrawal and
such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the
purchase of shares will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions
will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in
accordance with the provisions of Section 6 hereof.

(b) A Participant’s withdrawal from an Offering Period will not have any effect on his or her eligibility to
participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that
commence after the termination of the Purchase Period from which the Participant withdraws.
12. Termination and Transfer of Employment. (a) Upon a Participant’s ceasing to be an Eligible Employee, for any
reason (including by reason of the Participant’s Employer ceasing to be a Designated Company or by reason of
Participant’s transfer of employment to an Affiliate that is not a Designated Company), he or she will be deemed to have
elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period
but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the case of
his or her death, to the person or persons entitled thereto under Section 15 hereof, and such Participant’s option will be
automatically terminated.
(b) Unless otherwise provided by the Administrator, a Participant whose employment transfers between entities
through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will
not be treated as terminated under the Plan. The Administrator may establish additional or different rules governing
employment transfers.
13. Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by
Applicable Laws, as determined by the Company, and if so required by the laws of a particular jurisdiction, will apply to all
Participants in the relevant Offering.
14. Administration. (a) The Plan will be administered by the Board or a Committee appointed by the Board, which
Committee will be constituted to comply with Applicable Laws. Nothing in such appointment shall preclude the Board
from itself taking any administrative action set forth herein, except where such action is required by Applicable Laws to be
taken by a Committee. The Administrator will have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to delegate administrative duties to any of the Company’s employees, to designate separate
Offerings under the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish
such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such
rules, procedures, sub-plans and appendices to the subscription agreement as are necessary or appropriate to permit the
participation in the Plan by employees who are foreign nationals or employed outside the U.S., the terms of which rules,
procedures, sub-plans and appendices may take precedence over other provisions of this Plan, with the exception of
Section 3(a) hereof, but unless otherwise superseded by the terms of such rules, procedures, sub-plans and appendices,
the provisions of this Plan will govern the operation of such rules, procedures, sub-plans or appendices). Unless otherwise
determined by the Administrator, the Eligible Employees eligible to participate in each sub-plan will participate in a
separate Offering. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt
rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making
of Contributions to the Plan (including, without limitation, in forms other than payroll deductions and, further, including
making any adjustments to correctly reflect a Participant’s elected percentage of payroll deductions or other payments),

C-6 2025 PROXY STATEMENT