Page 94 - Martin Marietta - 2025 Proxy Statement

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

Upon such sale or disposition, the participant will be subject to tax in an amount that depends upon the length of time
such shares are held by the participant prior to selling or disposing of them. If a participant holds the shares of common
stock purchased under the ESPP for: (a) more than two years after the date of the beginning of the offering period; and
(b) more than one year after the stock is purchased in accordance with the ESPP (or it the employee dies while holding the
shares), when the participant sells or disposes of the shares (a “qualifying disposition”), the participant will recognize as
ordinary income an amount equal to the lesser of: (i) the excess of the Fair Market Value of the shares on the date of such
sale or disposition over the purchase price; or (ii) the Fair Market Value of the shares on the grant date multiplied by the
discount percentage for share purchases under the ESPP.

Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above
but are sold for a price that is less than the purchase price, there is no ordinary income, and the participant has a long-
term capital loss for the difference between the sale price and the purchase price. If a participant sells or disposes of the
shares of Common Stock purchased under the ESPP within two years after the grant date or before one year has elapsed
since the purchase date (a “disqualifying disposition”), the participant will recognize as ordinary income an amount equal
to the excess of the Fair Market Value of the shares on the date the shares are purchased over the purchase price. Any
additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how
long the shares were held following the date they were purchased by the participant prior to selling or disposing of them.

In connection with a qualifying disposition, the Company will not receive any deduction for U.S. federal income tax
purposes with respect to those shares or the option under which it was purchased. In connection with a disqualifying
disposition, the Company will be entitled to a deduction in an amount equal to the amount that is considered ordinary
income, subject to the limitations of Section 162(m) of the Code and our compliance with applicable reporting
requirements.

New Plan Benefits
Because the number of shares of commons stock that may be purchased under the ESPP will depend on each participant’s
voluntary election to participate and on the fair market value of the shares at various future dates, the actual number of
shares that may be purchased by an individual cannot be determined in advance. No shares of common stock have been
issued under the ESPP as of the date of this Proxy Statement, and no shares will be issued under the ESPP prior to approval
of the ESPP by our shareholders.

Vote Required
The approval of the ESPP requires the affirmative vote of a majority of the votes cast on the proposal at the Annual
Meeting in person or by proxy.

The Board Unanimously Recommends a Vote “FOR” this Proposal 4

88 2025 PROXY STATEMENT