Page 113 - Martin Marietta - 2025 Proxy Statement

/ APPENDIX C

establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency,
obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and
handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to
determine that, to the extent permitted by Section 1.423-2(f) of the Treasury Regulations, the terms of an option granted
under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of
options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision, and
determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.
(b) The Administrator may delegate, on such terms and conditions as it determines in its sole and plenary
discretion, to (i) the Chief Executive Officer of the Company who also serves as a member of the Board or (ii) one or more
senior officers of the Company, in each case, any or all of its authority under the Plan and all necessary and appropriate
decisions and determinations with respect thereto.

15. Designation of Beneficiary. (a) If permitted by the Administrator and subject to Applicable Laws, a Participant
may file a designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the
Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which the
option is exercised but prior to delivery to such Participant of such shares and cash. In addition, if permitted by the
Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married
and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.
(b) Such designation of beneficiary may be changed by the Participant at any time by notice in a form
determined by the Administrator. In the event of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant’s death, the Company will deliver such shares and/
or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
(c) All beneficiary designations will be in such form and manner as the Administrator may designate from time
to time. Notwithstanding Sections 15(a) and (b) hereof, the Company and/or the Administrator may decide not to permit
such designations by Participants in non-U.S. jurisdictions to the extent permitted by Section 1.423-2(f) of the Treasury
Regulations.
16. Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the
exercise of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15
hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect,
except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with
Section 11 hereof.

17. Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate
purpose, and the Company will not be obligated to segregate such Contributions except under Offerings for which
Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general
corporate funds and/or deposited with an independent third party. Until shares of Common Stock are issued, Participants
will have only the rights of an unsecured creditor with respect to such shares.
18. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be
given to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions,
the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.
19. Adjustments, Dissolution, Liquidation, or Change of Control. (a) Adjustments. In the event of any extraordinary
dividend or other extraordinary distribution (whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, exchange of Common Stock or other securities of the Company or other change in the
corporate structure of the Company affecting the Common Stock, the Administrator, in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan, shall, in such manner as it
shall deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase

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