PERFORMANCE RESTRICTED STOCK AGREEMENT
PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the 28th day of February, 2001,
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 grant to the Employee, as an incentive for Employee to promote the
interests of the Company and its subsidiaries, the right to receive shares of its Common Stock, par value $0.10
per share (hereinafter called the "Common Stock"), subject to certain performance and continued employment
vesting criteria, pursuant to the terms and provisions of the Company's 2001 Employee Stock Incentive Plan
(hereinafter called the "Plan"), as hereinafter provided.
WHEREAS, this grant is in replacement of a certain prior Performance Restricted Stock Agreement entered into
between Employee and RPC, Inc. that terminated upon the spin-off of the Company by RPC, Inc.
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 constituted in accordance with the Plan, (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