Page 115 - Martin Marietta - 2025 Proxy Statement

/ APPENDIX C

22. Conditions Upon Issuance of Shares. (a) Shares of Common Stock will not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all
Applicable Law, and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an option, the Company may require the person exercising such option to
represent and warrant at the time of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of law.

23. Section 409A. Options granted under the Plan are exempt from the application of Section 409A and any
ambiguities herein will be interpreted to so be exempt from Section 409A. In furtherance of the foregoing and
notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under
the Plan may be subject to Section 409A or that any provision in the Plan would cause an option under the Plan to be
subject to Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted
under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without
the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or
to allow any such options to comply with Section 409A, but only to the extent any such amendments or action by the
Administrator would not violate Section 409A. Notwithstanding the foregoing, a Participant will be solely responsible and
liable for the satisfaction of all taxes and penalties that may be imposed on such Participant or for such Participant’s
account in connection with an option to purchase Common Stock under the Plan (including any taxes and penalties under
Section 409A), and neither the Company nor any of its Affiliates will have any obligation to indemnify or otherwise hold
such Participant harmless from any or all of such taxes or penalties. The Company makes no representation that the option
to purchase Common Stock under the Plan is compliant with Section 409A.
24. Term of Plan. The Plan will become effective upon approval by the shareholders of the Company. The Plan will
continue in effect for a term of 20 years, unless terminated earlier under Section 20 hereof.
25. Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the
Plan shall be determined in accordance with the laws of the State of North Carolina, without giving effect to the conflict of
laws provisions thereof.
26. Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person, or would disqualify the Plan under any law deemed applicable by the Administrator, such
provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed or
deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan, such
provision shall be construed or deemed stricken as to such jurisdiction or Person and the remainder of the Plan shall remain
in full force and effect.
27. No Right to Continued Employment. Participation in the Plan by a Participant will not be construed as giving a
Participant the right to be retained as an employee of the Company or an Affiliate, as applicable. Further, the Company or
an Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan,
unless otherwise required pursuant to Applicable Laws.
28. Compliance with Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and
will be construed accordingly.

29. Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof. Whenever the words “include”, “includes” or “including” are used
in the Plan, they shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be
deemed to be exclusive. Pronouns and other words of gender shall be read as gender-neutral. Words importing the plural
shall include the singular and the singular shall include the plural.

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