EX-10.12






EXHIBIT 10.12




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”).



1. GRANT




     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, or subsequently credited to such account with
respect to a Record Date that occurs during the Restriction Period, shall be paid to the Employee
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.



 









 





5. AWARD PAYOUT




     Unless forfeited or converted and paid earlier as provided in Section 7 below, the Restricted
Stock Units granted hereunder will vest (“Vest”) and be converted into shares of Common Stock and
delivered to the Employee as soon as practicable following the Vesting Date (but in no event later
than 60 days following the Vesting Date) provided that the Employee is employed by the Corporation
on the Vesting Date. The vesting and conversion from Units to Common Stock will be one Unit for
one share of Common Stock.



6. TRANSFERABLE ONLY UPON DEATH




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



7. TERMINATION, RETIREMENT, DISABILITY OR DEATH





	 
	(a)
	 
	Termination. If the Employee’s employment with the Corporation is
terminated prior to the Vesting Date for any reason other than on account of death,
Disability or Retirement (in each case, as defined below), whether by the employee or
by the Corporation, and in the latter case whether with or without cause, then the
Units will be forfeited upon such termination.

	 

	 
	(b)
	 
	Retirement or Disability. If the Employee’s employment with the
Corporation is terminated prior to the Vesting Date upon Retirement (as defined below)
or as the result of a disability under circumstances entitling the Employee to the
commencement of benefits under a long-term disability plan maintained by the
Corporation (“Disability”), then the restriction period shall be accelerated so as to
cause all outstanding units to be converted to shares of Common Stock; provided,
however, that in the case of the Employee’s termination on account of Retirement or
Disability, if the Vesting Date occurs following such termination but before the date
which is six months following such termination, the Vesting Date shall be postponed
until the date that is six months following such termination, but only to the extent
that the Employee is determined by the Corporation to be a “specified employee” within
the meaning of Section 409A the Internal Revenue Code of 1986, as amended (“Section
409A) on the date of such termination. “Retirement” is defined as termination of
employment with the Corporation after reaching age 62 under circumstances that qualify
for normal retirement in accordance with the Martin Marietta Materials, Inc. Pension
Plan; provided, that, the Management Development and Compensation Committee of the
Board of Directors may in its sole discretion classify an Employee’s termination of
employment as Retirement under other circumstances.





 









 












	 
	(c)
	 
	Death. If, prior to the Vesting Date, the Employee dies while employed
by the Corporation or after termination by reason of Disability, then the Restriction
Period shall lapse and the Vesting Period shall be accelerated and all outstanding
Units shall be converted into shares of Common Stock and delivered to the Employee’s
estate or beneficiary.

	 

	 
	(d)
	 
	Committee Negative Discretion. The Management Development and
Compensation Committee of the Board of Directors may in its sole discretion decide to
reduce or eliminate any amount otherwise payable with respect to an award under
Sections 7(b) or 7(c).






8. TAX WITHHOLDING




     At the time Units are converted into shares of Common Stock and delivered to the Employee, the
Employee will recognize ordinary income equal to the fair market value of the common shares
received. The Corporation shall withhold applicable taxes as required by law at the time of such
Vesting by deducting shares of Common Stock from the payment to satisfy the obligation prior to the
delivery of the certificates for shares of Common Stock. Withholding will be at the minimum rates
prescribed by law; therefore, the Employee may owe additional taxes as a result of the
distribution. The Employee may not request tax to be withheld at greater than the minimum rate.
If the Employee terminates employment on account of Disability or Retirement and the Units are not
forfeited, the Corporation may require the Employee to pay to the Corporation or withhold from the
Employee’s compensation, by canceling Units or otherwise, an amount equal to satisfy the obligation
to withhold federal employment taxes as required by law.



9. CHANGE IN CONTROL




     In the event of a change in control of the Corporation, as defined in Section 11 of the Plan,
the Restriction Period of all outstanding Units shall lapse and the Vesting Date shall be
accelerated and all outstanding Units to convert to shares of Common Stock.



10. 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 Employee’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 Employee.



 









 





11. 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 Employee. By executing this Award Agreement, the Employee 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.



12. MISCELLANEOUS





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

	 

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

	 

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

	 

	 
	(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 Employee, 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 Employee or the Corporation
shall designate in writing in accordance with this Section 13, 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
Employee has hereunto set his hand as of the day and year first above written.



	 
	 
	 
	 
	 
	 
	 

	 
	 
	MARTIN MARIETTA MATERIALS, INC.
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 

	 
	By:
	 
	 
	 
	 

	 

	 
	 
	 
	 
	 
	 

	 
	 
	Corporate Secretary	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	EMPLOYEE
	 
	 

	
 
	 
	 
	 
	 
	 
	 

	 

	 
	By:
	 
	 
	 
	 

	 

	 
	 
	 
	 
	 
	 

	 

	 
	 
	 
	(Employee’s Signature)