Page 92 - Martin Marietta - 2025 Proxy Statement

Proposal 4: Vote to Approve the 2025 Employee

Stock Purchase Plan

The Board of Directors is requesting that shareholders approve the 2025 Employee Stock Purchase Plan, which is set forth
in its entirety as Appendix C (the ESPP). The ESPP was adopted by the Board of Directors on February 20, 2025, subject to
shareholder approval. As described below, the ESPP:
• reserves up to 650,000 shares of common stock for issuance;
• permits employees to purchase common stock at a 15% discount from fair market value; and
• facilitates sales of shares of common stock that will generally be made pursuant to offerings that are intended to satisfy
the requirements of Section 423 of the Code.

The Board of Directors recommends approval of the ESPP to encourage our employees to acquire shares of common stock,
thereby fostering broad alignment of employees’ interests with the interests of our shareholders.

Summary of the ESPP

The following is a summary of the terms of the ESPP. This summary is qualified in its entirety by reference to the complete
text of the ESPP which is attached as Appendix C.

Purpose
The purpose of the ESPP is to allow eligible employees of the Company and its participating subsidiaries to purchase shares
of the Company’s common stock at a discount at designated intervals through their accumulated payroll deductions or
other contributions. The Company intends that the ESPP qualify as an employee share purchase plan under Section 423 of
the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder (the
Code). Favorable tax treatment is available for United States tax residents participating in a Section 423 plan.

Administration
The Management Development and Compensation Committee of the Board of Directors (the Committee) will administer
the ESPP. The Committee (i) determines the employees who will be eligible for participation in the ESPP, (ii) designates
separate offerings under the ESPP, and (iii) interprets and administers the ESPP. All questions of interpretation with respect
to the ESPP and the terms of any offering will be determined by the Committee and its determination will be final and
conclusive upon all parties in interest.

Offering Period and Purchase Rights
Shares of the Company’s common stock will be available for purchase under the ESPP through a series of consecutive or
overlapping offering periods. The duration of each offering period will be set by the Committee prior to the start of the
offering period and will not exceed 27 months. The first offering period will be determined by the Committee, which is
expected to commence on or around January 1, 2026.

On the first day of each offering period, each participant will be granted a purchase right to acquire shares of the
Company’s common stock at a discount on each purchase date during that offering period, subject to certain limitations
described below. The purchase date will be the last trading day of each purchase interval within the offering period. The
purchase price will be an amount equal to 85% of the fair market value on the purchase date unless otherwise determined
by the Committee.

Contributions and Limitations
Participants contribute to the ESPP through payroll deductions or, if permitted, through other means specified by the
Committee. Contributions must be equal to a whole percentage of compensation received on the pay day and may be
subject to other limitations imposed by the Committee from time to time. No employee will be granted an option under

86 2025 PROXY STATEMENT