Martin Marietta Restricted Stock Award Plan

MARTIN MARIETTA CORPORATION


RESTRICTED STOCK AWARD PLAN


Adopted: April 27, 1989
As Amended
June 28, 1991 2 MARTIN MARIETTA CORPORATION RESTRICTED STOCK AWARD PLAN


Section 1. Establishment and Purpose


The Martin Marietta Corporation Restricted Stock Award Plan (the "Plan"), for designated senior executive personnel, is established effective July 28, 1988, subject to stockholder approval at the Corporation's 1989 Annual Meeting. The purpose of the Plan is to provide additional incentives to senior executives to remain with the Corporation during the operative period of the restrictions and to maintain a proprietary interest in the Corporation thereby maximizing their efforts for the success of the Corporation's business.


The maximum number of shares of Restricted Stock which may be issued under the Plan shall be 350,000, however, not more than 10% of the stock available under the Plan shall be issued to any one Participant and no individual who owns stock possessing 5% or more of the combined voting power of all classes of stock of the Corporation shall be eligible to participate in the Plan. Forfeited Stock may be reissued under the terms of the Plan. The Stock which may be issued under the Plan may be authorized but unissued Stock or Treasury Stock; such Stock may be acquired, subsequently or in anticipation of the transaction, in the open market to satisfy the requirements of the Plan.


Section 2. Definitions


The following terms, as used herein, shall have the meaning specified:


"Corporation" means Martin Marietta Corporation including its affiliates and subsidiaries.


"Board of Directors" means the Board of Directors of Martin Marietta Corporation as it may be comprised from time to time.


"Participant" means any senior executive who is approved by the Board of Directors to participate in the Plan.


"Award" means an award of Restricted Stock granted under the provisions of the Plan.


"Stock" means shares of Common Stock of Martin Marietta Corporation.


"Restricted Stock" means Stock contingently awarded to a Participant under the Plan subject to the restrictions set forth in Sections 4 and 5. 3
"Restricted Period" means the designated period of time during which restrictions are in effect with respect to the Restricted Stock.


Section 3. Administration


3.1 The Plan will be administered by the Compensation Committee of the Board of Directors (the "Committee") which consists of three or more of those members of the Board of Directors who are not eligible to receive awards under the Plan. The members of the Committee are designated by the Board of Directors. A majority of the members of the Committee shall constitute a quorum. The vote of a majority of a quorum shall constitute action by the Committee.


3.2 The Committee shall recommend to the Board of Directors the senior executives who will be asked to participate in the Plan, the number of shares of Restricted Stock which will be awarded to each senior executive who becomes a Participant, the duration of the Restricted Period, and such other terms and conditions which shall apply to each Award, including provisions related to termination of restrictions in the event of a change of control of the Corporation. Upon approval of the recommendation by the Board of Directors, the Award shall become effective.


3.3 As and to the extent authorized by the Board of Directors or the By-Laws, the Committee may exercise the powers and authority related to the Plan which are vested in the Board of Directors.


The Committee may delegate to the officers or employees of the Corporation the authority to execute and deliver documents and to take such other steps deemed necessary or convenient for the efficient administration of the Plan.


3.4 The Board of Directors shall have the power to interpret the Plan. All interpretations, determinations, and actions by the Board of Directors or by the Committee, to the extent authorized by the Plan, the Board of Directors or the By-Laws shall be final, conclusive, and binding on all parties.


Section 4. Award Agreements


4.1 At the time an Award is made, the Restricted Period applicable to such Award Shall be established and shall not be more than ten years. Each Award may have a different Restricted Period. At the time an Award is made, conditions may be specified for the incremental lapse of restrictions during the Restricted Period and for the termination of restrictions upon the satisfaction of other conditions in addition to or other than the expiration of the Restricted Period, including but not limited to provisions related to a change of control, with respect to all or any portion of the Restricted Stock


2 4
4.2 All restrictions shall terminate wit ...