Page 70 - Proxy Statement - 2020

Executive Compensation / Potential Payments Upon Termination or Change of Control

Value of Payments Upon Termination. The following table shows the potential incremental value of payments to each of our named
executive officers upon termination, including in the event of a Change of Control of Martin Marietta, assuming a December 31, 2019
termination date and, where applicable, using the NYSE closing price of our common stock of $279.64 on December 31, 2019 (the last
trading day of 2019).
POTENTIAL INCREMENTAL VALUE OF PAYMENTS UPON TERMINATION
OR CHANGE OF CONTROL AT DECEMBER 31, 2019
Involuntary
Not-for-
Cause Change-
Retirement Termination Disability Death of-
Name Benefit or Payment 1 ($) ($) ($) ($) Control
Cash Severance 2 11,700,000
Unvested RSUs 3 5,665,786 — 5,665,786 5,665,786 5,665,786
Unexercisable Options
Unvested Incentive Stock Plan Units 4 1,182,021 576,330 1,182,021 1,182,021 1,182,021
C. Howard Nye PSUs 5 6,463,879 6,463,879 6,463,879 6,463,879
Retirement Plans 6 1,573,228 — 11,927,671
Health and Welfare Benefits 7 78,027
Cash Severance 2 3,268,764
Unvested RSUs 3 2,077,166 — 2,077,166 2,077,166 2,077,166
Unexercisable Options —
Unvested Incentive Stock Plan Units 4 92,617 27,240 92,617 —
James A. J. Nickolas PSUs 5 1,282,988 1,282,988 1,282,988 1,282,988
Retirement Plans 6 1,666,690 — 1,945,812
Health and Welfare Benefits 7 75,977
Cash Severance 2 3,839,622
Unvested RSUs 3 1,290,818 — 1,290,818 1,290,818 1,290,818
Unexercisable Options —
Unvested Incentive Stock Plan Units 4 277,274 117,881 277,274 277,274 277,274
Roselyn R. Bar PSUs 5 1,397,361 1,397,361 1,397,361 1,397,361
Retirement Plans 6 — — 4,697,590
Health and Welfare Benefits 7 49,959
Cash Severance 2 2,347,767
Unvested RSUs 3 705,252 — 705,252 705,252 705,252
Unexercisable Options —
Unvested Incentive Stock Plan Units 4 118,668 54,394 118,668 118,668 118,668
Daniel L. Grant PSUs 5 726,225 726,225 726,225 726,225
Retirement Plans 6 18,951 — 999,496
Health and Welfare Benefits 7 33,183
Cash Severance 2 1,425,000
Unvested RSUs 3 2,259,491 — 2,259,491 2,259,491 2,259,491
Unexercisable Options —
Unvested Incentive Stock Plan Units 4 — —
Craig M. LaTorre PSUs 5 291,385 291,385 291,385 291,385
Retirement Plans 6 802,785 — 945,816
Health and Welfare Benefits 7 78,092
1 The table does not include information with respect to plans or arrangements that are available generally to all salaried employees and that do not
discriminate in favor of executive officers. The table reflects the incremental value over the amounts to which the named executive officer would have
been entitled on a voluntary resignation on December 31, 2019.
2 Assumes all earned base salary has been paid.
3 Reflects the estimated lump-sum intrinsic value of all unvested RSUs.
4 Reflects the difference between the value of the unvested Incentive Stock Plan share units at year-end and the amount of cash invested by the
executive officer in the share units.
5 Reflects the estimated lump-sum intrinsic value of all unvested PSUs.
6 The table does not include information related to the form and amount of payments or benefits that are not enhanced or accelerated in connection
with any termination that would be provided by Martin Marietta’s retirement plans, which is disclosed in the Pension Benefits Table and the
accompanying narrative on page 63. Change of Control values include the incremental value of the benefit (including three times Martin Marietta’s
match to the defined contribution plan) payable upon a qualifying termination of employment following a Change of Control.
7 Reflects the estimated incremental lump-sum present value of all future premiums that would be paid on behalf of the named executive officer under
Martin Marietta’s health and welfare plans, including long-term disability and life insurance plans.

66 2020 PROXY STATEMENT