SECOND AMENDED AND RESTATED
EMPLOYMENT PROTECTION AGREEMENT
THIS Second Amended and Restated Employee Protection Agreement between Martin Marietta Materials, Inc., a North Carolina corporation (the Company), and (the Employee), dated as of this 14th day of November, 2002 (the Effective Date)
W I T N E S S E T H :
WHEREAS, Employee is a valuable member of management of the Company and the Company desires to ensure the continuity of its senior management; and
WHEREAS, it is the determination of the Company that management continuity is most likely to occur if senior management is financially protected against involuntary termination following a Change of Control (as defined below) of the Company; and
WHEREAS, the Company and the Employee entered into an Employment Protection Agreement dated as of November 19, 1996, as amended and restated on November 11, 1999 (as amended, the Prior Agreement) to provide the Employee with payments and benefits upon certain terminations of the Employees employment with the Company in connection with a Change of Control, in consideration of the Employees continued service to the Company (which the parties hereto agree constitutes adequate consideration to support to the Companys obligations under this Agreement); and
WHEREAS, the Company and the employee desire to more clearly reflect their intention with respect to certain provisions in the Prior Agreement, as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, it is hereby agreed by and between the Company and the Employee, each of whom intends to be legally bound, as follows:
1. Definitions. For purposes of this Agreement,
(a) Annual Bonus shall mean the Employees highest annual bonus paid during the period beginning five years prior to a Change of Control and ending on the date of termination of employment.
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