Page 93 - Martin Marietta - 2025 Proxy Statement

SUMMARY OF THE ESPP / PROPOSAL 4: VOTE TO APPROVE THE 2025 EMPLOYEE STOCK PURCHASE PLAN

the ESPP (i) if immediately after such grant, such employee would be treated as owning or holding five percent or more of
or the total combined voting power or value of all classes of stock of the Company or (ii) to the extent that such
employee’s rights to purchase stock under all employee stock purchase plans of the Company or any affiliate accrues at a
rate that exceeds $25,000 worth of stock for each calendar year in which such option is outstanding at any time.

Participants and Eligibility
All employees of the Company or any participating parent or subsidiary corporation (whether now existing or subsequently
established or acquired) will generally be eligible to participate in any offering period implemented under the ESPP subject
to limitations in the ESPP and any limitations imposed by the Committee from time to time in accordance with the ESPP.

To participate in a particular offering period, an eligible employee must complete and file the requisite enrollment forms
during the enrollment period for that offering period. Once the eligible employee is enrolled in the ESPP, the eligible
employee’s participation will automatically remain in effect from one offering period to the next, unless the eligible
employee withdraws from the ESPP or otherwise becomes ineligible.

As of December 31, 2024, approximately 9,400 employees (including all executive officers) generally would have been
eligible to participate in the ESPP had it been in effect on such date.

Duration
The ESPP will become effective upon approval by the shareholders of the Company. The ESPP will continue in effect for a
term of 20 years, unless earlier terminated pursuant to the terms of the ESPP.
Amendments
The Board of Directors may at any time, amend, suspend, or terminate the ESPP. The Committee may at any time 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 or make other changes described in the ESPP. However, any action of the
Board or Committee that requires shareholder approval pursuant to applicable law will not be effective without such
approval.

Shares Available for Issuance
Subject to adjustment in connection with certain corporate transactions, the maximum number of shares of common stock
that may be purchased under the ESPP will be 650,000 shares.

Transferability
A participant may not sell, assign, transfer, pledge, or otherwise dispose of or encumber either the payroll deductions
credited to his or her account or an option or any rights granted under the ESPP other than by will or the laws or descent
and distribution. During the participant’s lifetime, only the participant can make decisions regarding the participant in or
withdrawal from an offering under the ESPP.

Federal Income Tax Consequences
The following is a summary of the principal federal income tax consequences of the ESPP to participants who are United
States taxpayers under present tax law. This summary is not intended to be exhaustive, and, among other things, does not
describe state, local, or foreign tax consequences. Participants are advised to consult their own tax advisors with respect to
the tax consequences of participating in the ESPP.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Amounts withheld
from a participant’s earnings under the ESPP will be taxable income to the participant in the year in which the amounts
would have been received, but the participant will not be required to recognize additional income for U.S. federal income
tax purposes, either at the time the participant is deemed to have been granted an option to purchase shares of common
stock on the grant date or when the option to purchase shares is exercised on the purchase date. No additional taxable
income will be recognized for U.S. federal income tax purposes by a participant until the sale or other disposition of the
shares of common stock acquired under the ESPP.

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