Page 114 - Martin Marietta - 2025 Proxy Statement

APPENDIX C /

Price per share and the number of shares of Common Stock covered by each option under the Plan that has not yet been
exercised, and the numerical limits of Section 3 hereof and established pursuant to Sections 5(b) and 8 hereof.
(b) Dissolution or Liquidation. In the event a proposed dissolution or liquidation, Change of Control or other
similar transaction of the Company receives all requisite approvals under Applicable Laws, any Offering Period then in
progress will be shortened by setting a New Purchase Date, and will terminate immediately prior to the consummation of
such proposed dissolution or liquidation, Change of Control or other similar transaction, as applicable, unless provided
otherwise by the Administrator. The New Purchase Date will be before the date of the Company’s proposed dissolution or
liquidation, Change of Control or other similar transaction, as applicable. The Administrator will notify each Participant in
writing or electronically, prior to the New Purchase Date, that the Purchase Date for the Participant’s option has been
changed to the New Purchase Date and that the Participant’s option will be exercised automatically on the New Purchase
Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 11 hereof.

20. Amendment or Termination. (a) The Administrator, in its sole discretion, may amend, suspend, or terminate the
Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may
elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of
Common Stock on the next Purchase Date (which may be sooner than originally scheduled, if determined by the
Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and
subject to any adjustment pursuant to Section 19 hereof). If the Offering Periods are terminated prior to expiration, all
amounts then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be
returned to the Participants (without interest thereon, except as otherwise required under Applicable Laws, as further set
forth in Section 13 hereof) as soon as administratively practicable.
(b) Without shareholder consent and without limiting Section 14(a) or Section 20(a) hereof, the Administrator
will be entitled to change the Offering Periods or Purchase Periods, designate separate Offerings, limit the frequency and/
or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit Contributions in excess of the amount designated by a
Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed Contribution
elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution
amounts, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable
that are consistent with the Plan.
(c) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable,
modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i) amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering
Period underway at the time;

(ii) altering the Purchase Price for any Offering Period or Purchase Period, including an Offering Period or
Purchase Period underway at the time of the change in Purchase Price;
(iii) shortening any Offering Period or Purchase Period by setting a New Purchase Date, including an Offering
Period or Purchase Period underway at the time of the Administrator action;
(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions;
and
(v) reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering
Period or Purchase Period.

Such modifications or amendments will not require shareholder approval or the consent of any Participants.
21. Notices. All notices or other communications by a Participant to the Company under or in connection with the
Plan will be deemed to have been duly given when received in the form and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

C-8 2025 PROXY STATEMENT