Page 68 - Proxy Statement - 2020

Executive Compensation / Potential Payments Upon Termination or Change of Control

Potential Payments Upon Termination or Change of Control

The discussion and tables below reflect the amount of potential Executive Cash Incentive Plan that correlates to the percentage
payments and benefits to each of the named executive officers of the year in which the employee worked for the Company; will
at, following, or in connection with any termination of such continue to hold all outstanding options unaffected by the
executive’s employment, including voluntary termination, retirement and retain such options for the remainder of the
involuntary not-for-cause termination, for-cause termination, outstanding term; will continue to hold all awards of RSUs and
normal retirement, early retirement, in the event of disability or PSUs for the remainder of the outstanding term unaffected by
death of the executive, and termination following a change of the retirement; will vest in all outstanding awards of common
control. The amounts assume that such termination was stock units under the Incentive Stock Plan; in the case of
effective as of December 31, 2019 and thus includes amounts Ms. Bar, will be eligible to receive health and welfare benefits as
earned through such time and are estimates of the amounts that described under the heading Retiree Medical on page 62; and
would have been paid out to the executives upon their will continue to receive life insurance coverage until his or her
termination at such time. The actual amounts to be paid out can death.
only be determined at the time of such executive’s actual
Payments Made Upon Early Retirement. In the event of
separation from Martin Marietta.
retirement prior to reaching age 62 but on or after reaching age
Payments Upon Any Termination. Regardless of the manner 55, the named executive officer will receive benefits as described
in which the employment of a named executive officer under the heading Payments Upon Voluntary Termination.In
terminates, he or she is entitled to receive the amounts earned addition, the named executive officer will receive reduced
during the term of employment, including cash compensation benefits of the type described under Pension Benefits on page
earned during the fiscal year, amounts contributed by the 63 and may be eligible for benefits described under the heading
employee and Martin Marietta’s matching contributions to the Retiree Medical beginning on page 62 at a higher cost.
Savings and Investment Plan, unused earned vacation pay and
Payments Upon Death or Disability. In the event of the death
amounts accrued and vested through Martin Marietta’s Pension
or disability of a named executive officer, in addition to the
Plan and SERP.
payments and benefits under the heading Payments Upon Any
Payments Upon Voluntary Termination. In addition to the Termination, the named executive officer or his or her estate will
amounts described under the heading Payments Upon Any receive benefits under Martin Marietta’s long-term disability plan
Termination, upon a voluntary termination of employment, the or life insurance plan, as applicable, and a death benefit
named executive officer would be entitled to receive the lower payment, as applicable, equal to the then-current base salary of
of the amount of cash contributed to the Incentive Stock Plan or such employee paid under the Pension Plan plus one month
the current market value of the common stock units credited to base salary. In addition, in the event of death, all options will
the employee measured by the NYSE closing price of Martin vest and the executor of their estate will have one year to
Marietta’s common stock on the date of termination. exercise the options. In the event of disability, the executive will
receive a portion of the cash incentive compensation based
Payments Upon Involuntary Not-For-Cause Termination. In upon performance and payable under the Executive Cash
addition to the amounts described under the heading Payments Incentive Plan that correlates to the percentage of the year in
Upon Any Termination, upon an involuntary termination of which the employee worked for the Company; will continue to
employment not for cause, the named executive officer would hold all outstanding options unaffected by the disability and will
be entitled to receive a prorated share of the common stock retain such options for the remainder of the outstanding term;
units credited to him or her under the Incentive Stock Plan paid will continue to hold all awards of PSUs and RSUs for the
out as shares of common stock and the remaining cash remainder of the outstanding term unaffected by the disability;
contribution invested by the employee in the plan. and will vest in all outstanding awards of common stock units
under the Incentive Stock Plan.
Payments Upon Involuntary For-Cause Termination. In the
event of involuntary termination for cause, which is defined in Payments Upon or in Connection With a Change of
the Employment Protection Agreement and the Stock Plan, the Control. Martin Marietta has entered into Employment
named executive officer would be entitled to receive the Protection Agreements, as amended from time to time, with
payments and benefits described under the heading Payments each of the named executive officers. The purpose of these
Upon Voluntary Termination. agreements is to provide Martin Marietta’s key executives with
payments and benefits upon certain types of terminations within
Payments Upon Retirement. In the event of the retirement at two years following a “Change of Control.” For purposes of the
age 62 or above of a named executive officer, in addition to the agreements, a Change of Control is generally defined as (i) the
items described under the heading Payments Upon Any acquisition by any person, or related group of persons, of 40%
Termination, the executive will receive a portion of the cash or more of either the outstanding common stock of Martin
incentive bonus based upon performance and payable under the Marietta or the combined voting power of Martin Marietta’s

64 2020 PROXY STATEMENT