MARTIN MARIETTA MATERIALS, INC.
OPTION AWARD AGREEMENT
THIS OPTION AWARD AGREEMENT, made as of _________, between Martin Marietta Materials, Inc.,
a North Carolina corporation (the “Corporation”), and «Full_Name», «Address», «City_Zip» (the “Employee”).
Pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the
“Plan”), the Corporation hereby grants the Employee the option to purchase «Options» shares of Martin Marietta
Materials, Inc. common stock, $0.01 par value per share (“Stock”) (the option to purchase any one share of
stock hereunder is referred to as an “Option”), subject to the terms and conditions contained in this Award
Agreement and the Plan, a copy of which is enclosed herewith and made a part hereof with the same effect as if
set forth herein. The terms “Option” and “Options” as used in this Award Agreement refer only to the Options
awarded to you under this Award Agreement.
2. EXERCISE RIGHTS
Subject to the Employee’s continued employment with the Corporation on the vesting date for any installment,
except as provided in Section 6 herein, the Options granted hereby shall vest and become exercisable in
installments as follows:
Notwithstanding the foregoing, upon the occurrence of a change in control of the Corporation as set forth in
Section 11 hereof, these Options shall become fully vested and exercisable without limitation.
3. TRANSFERABLE ONLY UPON DEATH
These Options shall not be assignable or transferable by the Employee except by will or the laws of descent
and distribution and shall be exercisable during the Employee’s lifetime only by such Employee or, if legally
incapacitated, by his or her guardian or authorized representative.
4. OPTION PRICE
The per share exercise price of the Options granted hereunder is $_________, subject to adjustment under
the Plan. The exercise price must be paid in cash or its equivalent.
Once an Option becomes exerci