MARTIN MARIETTA MATERIALS, INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”), made as of _________,
between Martin Marietta Materials, Inc., a North Carolina corporation (the “Corporation”) , and
«FirstName» «LastName», «Address1», «City», «State» «PostalCode» (the “Employee”).
Pursuant to the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the
“Plan”), the Corporation hereby grants the Employee «RestrictedStock» Restricted Stock Units on the terms and
conditions contained in this Award Agreement, and subject to the terms and conditions of the Plan. The term
“Restricted Stock Unit” or “Unit(s)” as used in this Award Agreement refers only to the Restricted Stock Units
awarded to the Employee under this Award Agreement.
2. GRANT DATE
The Grant Date is _________.
3. RESTRICTION PERIOD
Subject to the terms and conditions hereof and of the Plan, the restriction period begins on the Grant Date and
ends on _________ (the “Vesting Date”).
4. DIVIDEND EQUIVALENTS
On each date that dividends are paid (each a “Dividend Payment Date”) on shares of the Corporation’s
common stock, par value $0.01 per share (the “Common Stock”) with respect to which the record date (the
“Record Date”) also occurs during the Restriction Period, the Corporation will credit to an account for the
Employee an amount equal to the dividend paid on a share of the Common Stock multiplied by the number of
Restricted Stock Units. These dividend equivalent amounts shall be paid to the Employee quarterly on each
March 31, June 30, September 30 and December 31 during the Restriction Period; provided, however, that if
any such date falls on a non-business day, such payment will be made on the business day immediately prior to
such date. Any remaining dividend equivalent amounts credited to the account of the Employee on the date that
the Restricted Stock Units are converted to shares of Common Stock