EX-10.14



 EXHIBIT 10.14 
 MARTIN MARIETTA MATERIALS, INC. 
 RESTRICTED STOCK UNIT AGREEMENT

 THIS RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”), made as of
                    , 20    , between Martin Marietta Materials, Inc., a North Carolina corporation (the
“Corporation”), and «Name», «Address», «City_Zip» (the “Director”). 
  

	1.	GRANT 

 Pursuant to the
Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan (the “Plan”), the Corporation hereby grants the Director
                    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 Director under this Award Agreement. 

 

	2.	GRANT DATE 

 The Grant
Date is                     , 20    . 
  

	3.	RESTRICTION PERIOD 

 The
Restricted Stock Units granted hereby shall vest immediately, but Common Stock issuable with respect to Restricted Stock Units shall be delivered as provided in Section 5. 

 

	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”) occurs before the conversion date, the Corporation will credit to an account for the Director 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 (without interest) to the Director quarterly on each March 31, June 30, September 30 and December 31 during the period beginning on the date of this Award and ending on the conversion
date; 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 Director on the date
that the Restricted Stock Units are converted to shares of Common Stock, or subsequently credited to such account with respect to a Record Date that occurs before the conversion date, shall be paid to the Director on the next successive Dividend
Payment Date. The dividend equivalent amounts shall be paid from the general assets of the Corporation and shall be treated and reported as additional compensation for the year in which payment is made. 

  
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	5.	AWARD PAYOUT 

  

	 	(a)	(i) Except as otherwise provided in an election form provided by the Director on or before December 15 of the calendar year preceding the calendar year in
which this Award is granted (or, for a newly-elected director, before the effective date of the Director’s commencement of service as a Director) (the “Election Form”), fifty percent (50%) of the Restricted Stock Units granted
hereunder will be converted into shares of Common Stock and delivered to the Director as soon as practicable following termination of the Director’s service on the Board (but in no event later than 60 days following such termination of
service). 

 (ii) The other fifty percent (50%) (or, if the Director files an Election Form, the percentage
not deliverable as provided in Section 5(a)(i)) of the Restricted Stock Units granted hereunder will be converted into shares of Common Stock and delivered to the Director as soon as practicable following the Grant Date. 

(iii) The Director may file an Election Form to increase the percentage of Restricted Stock Units granted hereunder that are deliverable
as provided in Section 5(a)(i) from fifty percent (50%) to any whole percentage greater than fifty percent (50%) and less than or equal to one hundred percent (100%). 

(iv) For purposes of determining the number of shares of Common Stock deliverable to the Director under this Section 5, the
conversion from Units to Common Stock will be one Unit for one share of Common Stock. 
  

	 	(b)	Notwithstanding Section 5(a), if the Director dies while serving on the Board of the Corporation, then all outstanding Units shall be converted into shares of
Common Stock and delivered to the Director’s estate or beneficiary. 

  

	6.	TRANSFERABLE ONLY UPON DEATH 

 This Restricted Stock Unit grant shall not be assignable or transferable by the Director except by will or the laws of descent and distribution. 

 

	7.	TAX WITHHOLDING 

 Except
as otherwise required by law, the Corporation will not withhold any taxes at the time of vesting or distribution in accordance with Section 5. The Director is responsible for the payment of any applicable taxes. 

  
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	8.	CHANGE IN CONTROL 

 In the event of a change in control of the Corporation, as defined in Section 11 of the Plan, all outstanding Units shall convert to shares of Common Stock. Such shares will be distributed no later
than 2 1/2 months following the date of such change in control. 
  

	9.	AMENDMENT AND TERMINATION OF PLAN OR AWARDS 

 As provided in Section 8 of the Plan, subject to certain limitations contained within Section 8, the Board of Directors may at any time amend, suspend or discontinue the Plan and the Management
Development and Compensation Committee of the Board of Directors may at any time alter or amend all Award Agreements under the Plan. Notwithstanding Section 8 of the Plan, no such amendment, suspension or discontinuance of the Plan or
alteration or amendment of this Award Agreement shall accelerate any distribution under the Plan or, except with the Director’s express written consent, adversely affect any Restricted Stock Unit granted under this Award Agreement; provided,
however, that the Board of Directors or the Management Development and Compensation Committee may amend the Plan or this Award Agreement to the extent it deems appropriate to cause this Agreement or the Units hereunder to comply with
Section 409A (including the distribution requirements thereunder) or be exempt from Section 409A or the tax penalty under Section 409A(a)(1)(B). If the Plan and the Award Agreement are terminated in a manner consistent with the
requirements of Treas. Reg. § 1.409A-3(j)(4)(ix), the Board of Directors may, in its sole discretion, accelerate the conversion of Units to shares of Common Stock and immediately distribute such shares of Common Stock to the Director.

  

	10.	EXECUTION OF AWARD AGREEMENT 

 No Restricted Stock Unit granted under this Award Agreement is distributable nor is this Award Agreement enforceable until this Award Agreement has been fully executed by the Corporation and the Director.
By executing this Award Agreement, the Director shall be deemed to have accepted and consented to any action taken under the Plan by the Management Development and Compensation Committee, the Board of Directors or their delegates. 

 

	11.	MISCELLANEOUS 

  

	 	(a)	Nothing contained in the Award Agreement confers on the Director the rights of a shareholder with respect to this Restricted Stock Unit award. 


 

	 	(b)	For purposes of this Award Agreement, the Director will be considered to be in the Service of the Corporation during an approved leave of absence unless otherwise
provided in an agreement between the Director and the Corporation. 

  

	 	(c)	Nothing contained in this Award Agreement or in any Restricted Stock Unit granted hereunder shall confer upon any Director any right of continued service by the
Corporation, expressed or implied, nor limit in any way the right of the Corporation to terminate the Director’s service on the board at any time. 


  
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	 	(d)	Except as provided under Section 6 herein, neither these Units nor any of the rights or obligations hereunder shall be assigned or delegated by either party
hereto. 

  

	13.	NOTICES 

 Notices and all
other communications provided for in this Award Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by overnight mail courier service, postage prepaid, addressed as follows: 

If to the Director, to the address set forth 
 in the first paragraph in this Award Agreement. 
 If to the Corporation, to:

 Martin Marietta Materials, Inc. 
 2710 Wycliff Road 
 Raleigh, NC 27607 

Fax: (919) 783-4535 
 Attn: Corporate Secretary 
 or to such other address or such other person as the Director or the
Corporation shall designate in writing in accordance with this Section 12, except that notices regarding changes in notices shall be effective only upon receipt. 
  

	14.	GOVERNING LAW 

 This Award
Agreement shall be governed by the laws of the State of North Carolina. 
 IN WITNESS WHEREOF, the Corporation has caused this
Award Agreement to be executed and the Director has hereunto set his hand as of the day and year first above written. 
  

			
	MARTIN MARIETTA MATERIALS, INC.
		
	By:	 	  

		 	Corporate Secretary
	
	DIRECTOR
		
	By:	 	  

		 	«Name»



  
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