EMPLOYMENT PROTECTION AGREEMENT
THIS AGREEMENT, between Martin Marietta Materials, Inc., a North Carolina corporation (the "Company"),
and _____________ (the "Employee"), dated as of this ____ day of October, 1996 (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 have agreed to enter into this Agreement to provide the Employee
with payments and benefits upon certain terminations of the Employee's employment with the Company in
connection with a Change of Control, in consideration of the Employee's continued service to the Company
(which the parties hereto agree constitutes adequate consideration to support to the Company's obligations under
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is hereby
agreed by and between the Company and the Employee as follows:
1. Definitions. For purposes of this Agreement,
(a) "Annual Bonus" shall mean the Employee's 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.
(b) "Base Salary" shall mean the highest annual rate of base salary that Employee receives from the Company or
affiliates within the twelve-month period ending on the date of a Change of Control.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Cause" shall mean (i) the engaging by the Employee in willful misconduct that is materially injurious to the
Company, (ii) the continued use of drugs (including alcohol) by the Employee in violation of the Company's then