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EXHIBIT 10.8


                      TIME-LAPSE RESTRICTED STOCK AGREEMENT

TIME-LAPSE RESTRICTED STOCK AGREEMENT made as of the 23rd day of January,
2003, 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
"Employee").

WHEREAS, the Company desires to grant to the Employee, as an incentive for
Employee to promote the interests of the Company and its subsidiaries, shares of
its Common Stock, par value $0.10 per share (hereinafter called the "Common
Stock"), subject to certain continued employment vesting criteria, pursuant to
the terms and provisions of the Company's 1994 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 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, 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 Plan made by the Committee shall be final and binding upon the
              parties hereto.

       2.     GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of January
              28,2003 (the "Grant Date"), the Company hereby irrevocably grants
              to the Employee ((Grant Amount)) shares of Common Stock, which
              shares are subject to satisfaction of the vesting requirements and
              the terms and conditions hereinafter set forth (such shares of
              Common Stock being hereinafter referred to in the aggregate as the
              "Time-Lapse Restricted Stock").

       3.     SERVICE/EMPLOYMENT. All Time-Lapse Restricted Stock shall vest
              upon that date which is the tenth (10th) anniversary of the Grant
              Date, but only if, through such date, Employee shall have been in
              the continuous employ of the Company or a subsidiary thereof, in a
              position of equivalent or greater responsibility as on the Grant
              Date. If Employee's employment with the Company terminates at any
              time prior to the vesting pursuant to this Section 4 of the
              Time-Lapse Restricted Stock issued hereunder, he or she shall
              forfeit all such Time-Lapse Restricted Stock, unless the
              Employee's employment terminates due to his or her death, Normal
              Retirement (as defined in the Plan) or permanent disability (as
              determined by the Committee, in accordance with the Plan), in
              which case a pro rata portion of such unvested Time-Lapse
              Restricted Stock (determined by dividing the total number of
              months elapsed

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              from the Grant Date to the date of death, Normal Retirement or
              permanent disability, as applicable, by 120 and multiplying the
              result by the aggregate amount of Time-Lapse Restricted Stock)
              shall vest immediately. The transfer of employment by Employee
              between the Company and a subsidiary thereof shall not be deemed a
              termination of employment under the Plan or this Agreement.

       4.     ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of
              the vesting period referenced in Section 3 above, all shares of
              Time-Lapse Restricted Stock shall be held in escrow by the Company
              for the benefit of Employee. During such period, prior to any
              forfeiture of the shares, Employee shall receive all cash
              dividends declared with respect to the shares and shall have the
              right to exercise all voting rights with respect to the shares. At
              the discretion of the Company, any share certificates so held in
              escrow shall be inscribed with a legend referencing the transfer
              restrictions contained in this Agreement and any other applicable
              transfer restrictions. Any share certificates issued pursuant to a
              stock split or as dividends with respect to the Time-Lapse
              Restricted Stock held in escrow shall also be held in escrow on
              the same terms as the Time-Lapse Restricted Stock and shall be
              released at the same time as, and subject to the same risk of
              forfeiture as, the shares with respect to which they were issued.
              Any issued Time-Lapse Restricted Stock which the Employee does not
              forfeit pursuant to Section 4 above shall be transferred to the
              Employee free of any forfeiture conditions under the Plan or this
              Agreement as soon as practicable after the service vesting
              condition under Section 4 above has been satisfied or no longer
              applies; provided, however, that if the Committee at any time
              before such transfer reasonably determines that the Employee might
              have violated any applicable criminal law, the Committee shall
              have the right to cause all of Employee's Time-Lapse Restricted
              Stock then held in escrow to be forfeited, without regard to
              whether (i) Employee has satisfied the service vesting condition
              set forth in Section 4 before the date the Committee makes such
              determination, or (ii) Employee's employment is (or might have
              been) terminated as a result of such conduct.

       5.     NON-TRANSFERABILITY. No Time-Lapse Restricted Stock granted
              pursuant to this Agreement shall be assignable or transferable,
              and such Time-Lapse Restricted Stock shall not be subject to
              execution, attachment or other process, until that date on which
              the Time-Lapse Restricted Stock vests pursuant to Section 4 above.
              The Company may, at its discretion, place a legend to such effect
              on the certificates representing the shares of Time-Lapse
              Restricted Stock and issue appropriate stop transfer instructions
              to the Company's transfer agent.


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       6.     CHANGE IN CAPITALIZATION. In general, if the Company is merged
              into or consolidated with another corporation under circumstances
              in which the Company is not the surviving corporation, or if the
              Company is liquidated, or sells or otherwise disposes of
              substantially all of its assets to another corporation (any such
              merger, consolidation, etc. being hereinafter referred to as a
              "Non-Acquiring Transaction") while the Time-Lapse Restricted Stock
              is outstanding under the Plan, after the effective date of a
              Non-Acquiring Transaction Employee shall be entitled to receive
              such stock or other securities as the holders of the same class of
              stock as the Time-Lapse Restricted Stock shall be entitled to
              receive in such Non-Acquiring Transaction based upon the agreed
              upon conversion ratio or per share distribution. However, in the
              discretion of the Board of Directors, the vesting restrictions on
              the Time-Lapse Restricted Stock may continue in full force and
              effect, subject to whatever adjustments the Board of Directors
              deems appropriate. To the extent that the foregoing adjustments
              relate to stock or securities of the Company, such adjustments
              shall be made by the Board of Directors, whose determination in
              that respect shall be final, binding and conclusive. The Committee
              need not treat other holders of Time-Lapse Restricted Stock in the
              same manner as Employee is treated.

       7.     REQUIREMENT OF LAW. If any law, regulation of the Securities and
              Exchange Commission, or any regulation of any other commission or
              agency having jurisdiction shall require the Company or the
              Employee to take any action prior to the issuance or release from
              escrow of any shares of Time-Lapse Restricted Stock, then the date
              upon which the Company shall deliver or cause to be issued or
              released from escrow the certificate or certificates for such
              shares of Time-Lapse Restricted Stock shall be postponed until
              full compliance has been made with all such requirements or law or
              regulations. Further, at or before the time of issuance of any
              shares of Time-Lapse Restricted Stock, the Employee shall, if
              requested by the Company, deliver to the Company his/her written
              statement that he/she intends to hold such shares for investment
              and not with a view to resale or other distribution thereof to the
              public. Further, in the event the Company shall determine that, in
              compliance with the Securities Act of 1933, as amended, or other
              applicable statute or regulation, it is necessary to register any
              of the shares of Time-Lapse Restricted Stock, or to qualify any
              such shares for exemption from any of the requirements of the
              Securities Act of 1933, as amended, or other applicable statute or
              regulations, then the Company shall take such action at its own
              expense, but not until such action has been completed shall the
              shares be issued in the name of the Employee.

       8.     WITHHOLDING. Employee shall have the right (absent any contrary
              action by the Committee and subject to satisfying the
              requirements, if any, of Rule 16b-3 promulgated pursuant to
              Section 16 of the Securities Exchange Act of 1934, as amended) to
              elect that the minimum tax withholding requirements applicable to
              the receipt of any award pursuant to this Agreement be satisfied
              through a reduction in the number of shares of Time-Lapse
              Restricted Stock issued or transferred to him or her, and the
              Committee shall have the right to reduce the number of shares of
              Time-Lapse Restricted Stock issued or transferred to the

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              Employee in order to satisfy such minimum applicable tax
              withholding requirements.

       9.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
              grant Employee the right to continued employment with the Company
              or to limit or restrict the right of the Company or any of its
              subsidiaries to terminate an Employee's employment at any time,
              with or without cause, or to increase or decrease the compensation
              of the Employee from the rate in existence at the date hereof.

       10.    GOVERNING LAW. This Agreement and all awards made and actions
              taken hereunder shall be governed by and construed in accordance
              with the Delaware General Corporation Law, to the extent
              applicable, and in accordance with the laws of the State of
              Georgia in all other respects.

IN WITNESS WHEREOF, the Company has caused this Time-Lapse Restricted Stock
Agreement to be duly executed by an authorized officer, and the Employee has
hereunto set his/her hand, all as of the day and year first above written.




                                     Marine Products Corporation


                                     By:
                                        -------------------------------------
                                     Its:  President



                                     ----------------------------------------
                                     Employee Name