INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION AGREEMENT made as of the 28th day of January, 2003 (the "Grant Date"),
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
WHEREAS, the Company desires to afford the Employee an opportunity to purchase shares of its Common
Stock, par value $0.10 per share (hereinafter called the "Common Stock"), pursuant to the terms and provisions
of the Company's 2001 Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter provided.
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 Option Agreement is made pursuant to and in accordance with the terms and provisions of the
Plan. Anything in this Option 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
1. GRANT OF OPTION. The Company hereby irrevocably grants to the Employee the right and option
(hereinafter called the "Option"), to purchase all or any part of an aggregate of ((Grant Amount)) shares of
Common Stock (subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions
hereinafter set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock covered by the Option shall be
$10.22 per share, which amount is at least 100% of fair market value of such shares at the date hereof,
determined in accordance with the Plan, or 110% of such value if Employee owns more than 10% of the voting
stock of the Company.
3. VESTING. No portion of the Option shall be exercisable prior to January 28, 2004; beginning on such date,
the Option shall become exercisable as follows:
With respect to X sh