<PAGE>

EXHIBIT 10.3

                           MARINE PRODUCTS CORPORATION

                     PERFORMANCE RESTRICTED STOCK AGREEMENT

PERFORMANCE RESTRICTED STOCK AGREEMENT made as of the day of __________, 2___,
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, 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 2004 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 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 Plan
                made by the Committee shall be final and binding upon the
                parties hereto.

        2.      GRANT OF PERFORMANCE RESTRICTED STOCK. Effective as of ___ __,
                2___ (the "Grant Date"), the Company hereby irrevocably grants
                to the Employee the right to receive the following (Grant
                Amount) grants of shares of Common Stock, subject to
                satisfaction of the vesting requirements and the terms and
                conditions hereinafter set forth in Section 3 below (such shares
                of Common Stock being hereinafter referred to in the aggregate
                as the "Performance Restricted Stock"):

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                           <C>
-------------------- ------------------------ ---------------------- -----------------------
       Grant                  # of                Average Stock              Normal
                             Shares              Price Condition           Award Date
-------------------- ------------------------ ---------------------- -----------------------
         1                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         2                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         3                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         4                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
         5                      X                       $
-------------------- ------------------------ ---------------------- -----------------------
   Total Shares
-------------------- ------------------------ ---------------------- -----------------------
</TABLE>

3.      STOCK PERFORMANCE. No Performance Restricted Stock will be issued
        pursuant to any of the aforementioned grants unless and until the
        performance criteria set forth below in this Section 3 with respect to
        such grant have been satisfied:

        (a)     With respect to the ___ grant(s), the Average Closing Price
        (defined to be the average closing price of the Common Stock on the New
        York Stock Exchange for 10 consecutive trading days occurring from and
        after the Grant Date) must equal or exceed the Average Stock Price
        Condition for such grant (as disclosed in the table in Section 2 above)
        on or before ______.

        (b)     With respect to grant(s) ________, the Average Closing Price
        must equal or exceed the Average Stock Price Condition for such grant at
        some point within the twelve month period beginning on the earlier to
        occur of (i) the Normal Award Date for such grant (as disclosed in the
        table in Section 2 above), or (ii) the date that the Average Closing
        Price first equaled or exceeded the Average Stock Price Condition with
        respect to the next previous grant.

        (c)     With respect to grant(s) _________, the Average Closing Price
        must equal or exceed the Average Stock Price Condition for such grant on
        or before ___________________.

Subject to the provisions hereof and of the Plan, as soon as practicable after
the performance conditions set forth above have been satisfied with respect to
any grant the Performance Restricted Stock pertaining to such grant shall be
issued in the name of Employee and held in escrow by the Company in accordance
with Section 6 hereof. The date on which the Company becomes obligated to issue
shares of Performance Restricted Stock with respect to any grant hereunder
pursuant to the terms of this Section 3 is hereinafter referred to as the
"Obligation Date" with respect to such Performance Restricted Stock. Should the
Employee's employment with the Company terminate for any reason prior to the
Obligation Date of any Performance Restricted Stock that is the subject of this
Agreement, such Performance Restricted Stock shall not be issued and all rights
hereunder with respect to such Performance Restricted Stock shall be forfeited.

With respect to each grant, if the Average Closing Price does not equal or
exceed the Average Stock Price Condition for such grant within the required time
period, the shares of Performance Restricted Stock to which the grant pertains
shall not be issued; provided, however, that if the Average Closing Price equals
or exceeds the Average Stock Price Condition with respect to grant(s) ___ at any
time on or before ___________, all shares of Performance Restricted Stock
pertaining to all _____ grants made pursuant to this Agreement shall be issued
in accordance

                                       2
<PAGE>

with the provisions of the foregoing paragraph hereof. If the Average Closing
Price does not equal or exceed the Average Stock Price Condition with respect to
grant(s) ____ at any time on or before _________, all shares of Performance
Restricted Stock pertaining to grants made pursuant to this Agreement which have
not previously been issued shall be forfeited by Employee.

4.      SERVICE/EMPLOYMENT. Once issued in accordance with Section 3 above, each
        Performance Restricted Stock award shall vest upon that date which is
        the earlier of (a) the _______ anniversary of the Obligation Date
        applicable to such award, or (b) the date Employee reaches age 65, 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 any Performance Restricted Stock issued in
        his or her name, he or she shall forfeit all such unvested Performance
        Restricted Stock, unless the Employee's employment terminates due to his
        or her death or permanent disability (as determined by the Committee in
        accordance with the Plan), in which case any such unvested Performance
        Restricted Stock shall vest immediately. Any Performance Restricted
        Stock that is issued pursuant to Section 3 after age 65, but before
        Retirement (as defined in the Plan), shall vest immediately upon the
        issuance thereof. 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.

5.      ESCROW: DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the
        vesting period referenced in Section 4 above, all issued (earned) shares
        of Performance 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
        Performance Restricted Stock held in escrow shall also be held in escrow
        on the same terms as the Performance 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
        Performance 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 Performance
        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.

6.      NON-TRANSFERABILITY. No rights granted pursuant to this Agreement shall
        be assignable or transferable, and such rights shall not be subject to
        execution, attachment or other process until that date on which the
        Performance Restricted Stock vests pursuant to Section 4. The Company
        may, at its discretion, place a legend to such effect on the

                                       3
<PAGE>

        certificates representing the shares of Performance Restricted Stock and
        issue appropriate stop transfer instructions to the Company's transfer
        agent.

7.      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 Performance 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 Performance 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, any vesting restrictions on the
        Performance 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 Performance Restricted Stock in the same manner as Employee
        is treated.

8.      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
        Performance 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 Performance 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 Performance 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 Performance
        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.

9.      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
        Performance Restricted Stock issued or transferred to him or her, and
        the Committee shall have the right to reduce the number of shares of
        Performance Restricted Stock issued or transferred to the Employee in
        order to satisfy such minimum applicable tax withholding requirements.

                                       4
<PAGE>

10.     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.

11.     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 Performance 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





                                       5