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 ___ ___(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, on the terms and conditions
contained in this Award Agreement ___ shares of Martin Marietta Materials, Inc. common stock (“Stock”), at a
purchase price per share equal to ___ (the “Exercise Price”), subject to the terms and conditions of the Plan, a
copy of which is attached hereto and made a part hereof with the same effect as if set forth herein. The term
“Option” or “Options” as used in this Award Agreement refers only to the options awarded to you under this
2. EXERCISE RIGHTS
Subject to the terms and conditions hereof and of the Plan, the Options granted hereby shall become
exercisable as follows:
provided that the Employee is employed by the Corporation on the date any such installment first becomes
exercisable. Notwithstanding the foregoing, upon the occurrence of an event specified in Section 11 hereof, this
Option shall be fully exercisable without limitation for the 90-day period specified therein.
3. TRANSFERABLE ONLY UPON DEATH
This Option shall not be assignable or transferable by an 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 Exercise Price of the Options granted hereunder is ___, subject to adjustment under the Plan. The
Exercise Price of an Option must be paid in cash.
Once an installment of the Option becomes exercisable pursuant to Section 2 herein, it shall continue to be