TIME-LAPSE RESTRICTED STOCK AGREEMENT
TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the 23rd day of January, 2003, between
Marine Products Corporation, a Delaware corporation (hereinafter called the "Company"), and, ((Employee
Name)), an employee of the Company or one or more of its subsidiaries (hereinafter called the "Employee").
WHEREAS, the Company desires to grant to the Employee, as an incentive for Employee to promote the
interests of the Company and its subsidiaries, shares of its Common Stock, par value $0.10 per share (hereinafter
called the "Common Stock"), subject to certain continued employment vesting criteria, pursuant to the terms and
provisions of the Company's 1994 Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and Employee's employment
by the Company, the parties hereto agree as follows:
THE PLAN. This Agreement is made pursuant to and in accordance with the terms and provisions of the Plan.
Anything in this Agreement to the contrary notwithstanding, the terms and provisions of the Plan, all of which are
hereby incorporated herein by reference, shall be controlling in the event of any inconsistency herewith.
1. ADMINISTRATION. Unless administration of the Plan is assumed by the Board of Directors of the
Company, the Plan shall be administered by a committee of the Board of Directors of the Company, hereinafter
referred to as the "Committee". The Committee is authorized and empowered to administer and interpret the Plan
and this Agreement. Any interpretations of this Agreement or of the Plan made by the Committee shall be final
and binding upon the parties hereto.
2. GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of January 28,2003 (the "Grant Date"), the
Company hereby irrevocably grants to the Employee ((Grant Amount)) shares of Common Stock, which shares
are subject to satisfaction of the vesting requirements and the terms and