THE MARTIN MARIETTA MATERIALS, INC.
SHAREHOLDER VALUE ACHIEVEMENT PLAN
The Martin Marietta Materials, Inc. Shareholder Value Achievement Plan (the "Plan") is designed to foster and
promote the long-term growth and performance of the Company by enhancing the Company's ability to attract
and retain qualified key employees and motivating key employees through stock ownership and performance-
based incentives, and to more closely align the goals of such employees with that of the Company's shareholders.
To achieve this purpose, this Plan provides authority for the grant of performance-based stock awards.
ARTICLE 1 - DEFINITIONS
1.1 "Award" shall mean a performance-based stock award granted to a Participant pursuant to Article 5.
1.2 "Award Agreement" shall mean the agreement between the Company and a Participant that sets forth terms,
conditions, and restrictions applicable to an Award.
1.3 "Board of Directors" shall mean the Board of Directors of the Company.
1.4 "Cause" shall mean (a) the engaging by the Participant in willful misconduct that is materially injurious to the
Company, (b) the continued use of drugs (including alcohol) by the Participant in violation of the Company's then
current Substance Abuse Policy, (c) the commission by the Participant of an act of fraud or embezzlement against
the Company or (d) the Participant's having been convicted of, or pleaded guilty or no contest to, a felony. For
this purpose, no act, or failure to act, on the Participant's part shall be considered "willful" unless done, or omitted
to be done, by him not in good faith and without reasonable belief that his action or omission was in the best
interest of the Company.
1.5 "Change of Control" shall mean, on or after the effective date of the Plan, (a) The acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
amended (the "Exchange Act")) (a "Person") of beneficial ownership (with