Stock-Based Award Plan [Amended 2000] (37K)
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MARTIN MARIETTA MATERIALS, INC.
AMENDED AND RESTATED
STOCK-BASED AWARD PLAN
ADOPTED: MAY 8, 1998
AS AMENDED MAY 1998
AND AUGUST 2000
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
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SECTION 1. ESTABLISHMENT AND PURPOSE
The Martin Marietta Materials, Inc. Amended and Restated Stock-Based
Award Plan (the "Plan") was adopted by the shareholders of the Corporation in a
manner that complies with Section 162(m) at the shareholders meeting held on May
8, 1998, and subsequently amended and restated by the Board of Directors at its
meeting on May 8, 1998 and again on August 17, 2000.
The purpose of this Plan is to benefit the Corporation's shareholders
by encouraging high levels of performance by individuals who are key to the
success of the Corporation and to enable the Corporation to attract, motivate,
and retain talented and experienced individuals essential to its continued
success. This is to be accomplished by providing such employees and directors an
opportunity to obtain or increase their proprietary interest in the
Corporation's performance and by providing such employees and directors with
additional incentives to remain with the Corporation.
SECTION 2. DEFINITIONS
The following terms, as used herein, shall have the meaning specified:
"Affiliate" of a person means any entity directly or indirectly
controlling, controlled by or under direct or indirect common control
with such person.
"Award" means an award granted pursuant to Section 4 hereof.
"Award Agreement" means an agreement described in Section 7 hereof
entered into between the Corporation and a Participant, setting forth
the terms and conditions applicable to the Award granted to the
Participant.
"Board of Directors" means the Board of Directors of the Corporation as
it may be comprised from time to time.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means a committee composed of members of, and designated
by, the Board of Directors and consisting solely of persons who are
both (i) "non-employee directors" within the meaning of Rule 16b-3, and
(ii) "outside directors" within the meaning of Section 162(m), as Rule
16b-3 and Section 162(m) may be amended from time to time, which
committee shall at all times comprise at least the minimum number of
such persons necessary to comply with both Rule 16b-3 and Section 162.
"Corporation" means Martin Marietta Materials, Inc.
"Covered Employee" means a covered employee within the meaning of
Section 162(m) or the Treasury Regulations promulgated thereunder.
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"Eligible Director" means each director of the Corporation who is not
an employee of the Corporation or any Subsidiary.
"Employee" means officers and other key employees of the Corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" means the closing price of the relevant security as
reported on the composite tape of New York Stock Exchange issues (or
such other reporting system as shall be selected by the Committee) on
the relevant date, or if no sale of the security is reported for such
date, the next following day for which there is a reported sale. The
Committee shall determine the Fair Market Value of any security that is
not publicly traded, using such criteria as it shall determine, in its
sole direction, to be appropriate for such valuation.
"Incumbent Board" means a member of the board of Directors of the
Corporation who is not an Acquiring Person, or an affiliate (as defined
in Rule 12b-2 of the Exchange Act) or an associate (as defined in Rule
12b-2 of the Exchange Act) of an Acquiring Person, or a representative
or nominee of an Acquiring Person.
"Insider" means any person who is subject to Section 16 of the Exchange
Act.
"Participant" means an Employee or Eligible Director who has been
granted and holds an unexercised or unpaid Award pursuant to this Plan.
"Rule 16b-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 or any successor rule or
regulation as amended from time to time.
"Section 16" means Section 16 of the Exchange Act or any successor
statute and the rules promulgated thereunder by the Securities and
Exchange Commission, as they may be amended from time to time.
"Section 162(m)" means Section 162(m) of the Code or any successor
statute and the Treasury Regulations promulgated thereunder, as they
may be amended from time to time.
"Section 422" means Section 422 of the Code or any successor statute
and the Treasury Regulations promulgated thereunder, as they may be
amended from time to time.
"Stock" means shares of Common Stock of the Corporation, par value $.01
per share.
"Subsidiary" means any entity directly or indirectly controlled by the
Corporation.
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