EXHIBIT 10.08
AMENDED AND RESTATED
EMPLOYMENT PROTECTION AGREEMENT
THIS AGREEMENT, between Martin Marietta Materials, Inc., a North Carolina corporation (the "Company"),
and ___________ (the "Employee"), dated as of this 11th day of November, 1999 (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
________, 19__ (the "Prior 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 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 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 t